TRIANGLE PETROLEUM CORP S-1/A Filing by TPLM-Agreements

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                                       As filed with the Securities and Exchange Commission on October 25, 2010
                                                                                                                                               Registration No. 333-168736




                                        UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                                                          Washington, D.C. 20549



                                                      Amendment No. 1
                                                            to
                                                         Form S-1
                                                 REGISTRATION STATEMENT
                                                                            UNDER
                                                                   THE SECURITIES ACT OF 1933



                                                  Triangle Petroleum Corporation
                                                       (Exact name of registrant as specified in its charter)



                       Nevada                                                           1311                                                    98-0430762
              (State or other jurisdiction of                                (Primary Standard Industrial                                      (I.R.S. Employer
             incorporation or organization)                                   Classification Code Number)                                   Identification Number)

                                                                        1625 Broadway, Suite 780
                                                                           Denver, CO 80202
                                                                             (303) 260-7125
                                (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)



                                                                            Peter J. Hill
                                                                President and Chief Executive Officer
                                                                  Triangle Petroleum Corporation
                                                                      1625 Broadway, Suite 780
                                                                          Denver, CO 80202
                                                                           (303) 260-7125
                                       (Name, address, including zip code, and telephone number, including area code, of agent for service)



                                                                                   Copies to:
                      Richard B. Aftanas, Esq.                                                                              Robert G. Reedy
             Skadden, Arps, Slate, Meagher & Flom LLP                                                                     Porter & Hedges LLP
                        Four Times Square                                                                              1000 Main Street, 36 th floor
                       New York, NY 10036                                                                                  Houston, TX 77002
                     Telephone: (212) 735-3000                                                                          Telephone: (713) 226-6000
                     Facsimile: (212) 735-2000                                                                          Facsimile: (713) 228-1331


     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration
statement.
     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. 
     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 
     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 
     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 the definitions of ―large accelerated filer,‖ ―accelerated filer‖ and ―smaller reporting company‖ in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer                                                                                     Accelerated filer                      
Non-accelerated filer                 (Do not check if a smaller reporting company)                         Smaller reporting company              
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                                                 CALCULATION OF REGISTRATION FEE

                                                                                                           Proposed maximum        Amount of
                                            Title of each class of                                          aggregate offering     registration
                                         securities to be registered                                           price(1)(2)            fee(3)
Common Stock, par value $0.00001 per share                                                                   $56,925,000            $4,059



(1)   Includes common stock to be sold upon exercise of the underwriters’ option. See ―Underwriting.‖
(2)   Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.
(3)   $3,565 of this amount was paid with the filing of the original registration statement on August 10, 2010.

    The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as
the Commission acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not
permitted.

                                       SUBJECT TO COMPLETION, DATED OCTOBER 25, 2010
PROSPECTUS

                                                            9,000,000 Shares




                                Triangle Petroleum Corporation
                                                          COMMON STOCK


      Triangle Petroleum Corporation is offering 9,000,000 shares of its common stock.

      Our common stock is traded on the OTC Bulletin Board under the symbol ―TPLM.‖ We have received conditional approval to list our
common stock on the NYSE Amex under the symbol ―TPLM.‖ On October 22, 2010, the last reported sale price of our common stock on the
OTC Bulletin Board was $5.40 per share (after giving effect to a 1-for-10 reverse stock split). Concurrently with the pricing of this offering, we
will effectuate a 1-for-10 reverse stock split. After the reverse stock split and this offering, the market price of our common stock may be
different from its current price.

        Investing in our common stock involves significant risks. See ―Risk Factors‖ beginning on page 9.



                                                                                                    Underwriting                   Proceeds,
                                                                          Price to                  Discounts and               Before Expenses,
                                                                           Public                    Commissions                     to Us
Per Share                                                           $                           $                           $
Total                                                               $                           $                           $



      The underwriters may also purchase up to an additional 1,350,000 shares of common stock from us at the public offering price above, less
the underwriting discounts and commissions, within 30 days of the date of this prospectus to cover any over-allotments.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

      The underwriters expect to deliver the shares of common stock to purchasers on or before                 , 2010.



                                                          Sole Book-Running Manager

                                                Johnson Rice & Company L.L.C.
                    Co-Managers

Canaccord Genuity                    Rodman & Renshaw, LLC
                            , 2010
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                                Triangle’s acreage position in the Williston Basin, including the planned Williston Purchase.
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                                                            TABLE OF CONTENTS

PROSPECTUS SUMMARY                                                                                                                            1
RISK FACTORS                                                                                                                                  9
CAUTIONARY NOTE TO UNITED STATES INVESTORS                                                                                                   24
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS                                                                                         25
USE OF PROCEEDS                                                                                                                              27
CAPITALIZATION                                                                                                                               28
DILUTION                                                                                                                                     29
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS                                                                                      30
DIVIDEND POLICY                                                                                                                              32
SELECTED HISTORICAL FINANCIAL DATA                                                                                                           33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                                        34
BUSINESS                                                                                                                                     46
MANAGEMENT                                                                                                                                   58
EXECUTIVE COMPENSATION                                                                                                                       63
PRINCIPAL STOCKHOLDERS                                                                                                                       67
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS                                                                                         69
DESCRIPTION OF SHARE CAPITAL                                                                                                                 70
UNDERWRITING                                                                                                                                 73
LEGAL MATTERS                                                                                                                                76
EXPERTS                                                                                                                                      76
WHERE YOU CAN FIND MORE INFORMATION                                                                                                          76
CONSOLIDATED FINANCIAL STATEMENTS                                                                                                           F-1
APPENDIX A—GLOSSARY OF OIL AND NATURAL GAS TERMS                                                                                            A-1



      You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered
to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. If anyone provides you
with additional, different or inconsistent information, you should not rely on it. We and the underwriters are offering to sell, and seeking offers
to buy, these securities only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the
date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.



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                                                           PROSPECTUS SUMMARY

        This summary provides a brief overview of information contained elsewhere in this prospectus. Because it is abbreviated, this
  summary does not contain all of the information that you should consider before investing in our common stock. You should read the entire
  prospectus carefully before making an investment decision, including the information presented under the headings “Risk Factors,”
  “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and
  Results of Operations” and the historical consolidated financial statements and related notes thereto included elsewhere in this
  prospectus. Unless otherwise indicated, information presented in this prospectus assumes that the underwriters’ option to purchase
  additional shares of common stock is not exercised. We have provided definitions for certain oil and natural gas terms used in this
  prospectus in the “Glossary of Oil and Natural Gas Terms” beginning on page A-1 of this prospectus.

        Except where otherwise indicated, all information regarding share amounts and prices assume the consummation of the 1-for-10
  reverse stock split to be effected prior to the closing of this offering. All dollar amounts are in U.S. dollars unless otherwise indicated. In
  this prospectus, unless the context otherwise requires, the terms “we,” “us” and “our” refer to Triangle Petroleum Corporation and its
  subsidiaries. Our fiscal year-end is January 31.

  Overview
        We are an oil and natural gas exploration and development company currently focused on the acquisition and development of
  unconventional shale oil resources. In late 2009, we adopted a new investment strategy shifting our area of focus from the Maritimes Basin
  in the Province of Nova Scotia to the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. In
  furtherance of our new strategy, to date, we have acquired, or committed to acquire, approximately 13,000 net acres primarily in McKenzie
  and Williams Counties of North Dakota. Having identified an area of focus in the Bakken Shale that we believe will generate attractive
  returns on invested capital, we are continuing to explore further opportunities in the region with a goal of reaching 30,000 net acres by the
  end of 2011.

        In the Maritimes Basin, we hold over 400,000 net acres with numerous conventional and unconventional prospective reservoirs,
  including the Windsor and Horton Shales. As a result of the processing and interpretation of our proprietary 2D seismic data, we have
  identified a conventional exploration opportunity that we believe could hold significant natural gas reserves. We are currently marketing
  the prospect to industry partners as a farm-out opportunity and propose to enter into an agreement whereby we would maintain a working
  interest position and potential partners would agree to cover 100% of the capital costs of an initial exploration well.

     Williston Basin
        We have operated and non-operated leasehold positions in the Williston Basin. The operations of our non-operated leasehold
  positions are primarily conducted through agreements with Slawson Exploration, Inc., or Slawson, one of the largest private operators in
  the Williston Basin, and Kodiak Oil & Gas Corp., or Kodiak, a publicly traded oil and natural gas independent exploration and production
  company. Both companies are experienced operators in the development of the Bakken Shale and Three Forks formations. As of
  October 22, 2010, we have acquired, or committed to acquire, an aggregate of approximately 13,000 net acres in the Williston Basin in
  North Dakota. We are seeking to acquire new operated and non-operated acreage within these formations with additional experienced
  operators. In 2011, we also plan to drill our first operated well on the acreage that we expect to acquire as part of the Williston Purchase.
  See ―—Recent Developments.‖ In addition, we have successfully recruited a new land staff and brokerage and title team, which in the past
  month has successfully acquired over 1,200 net acres, including approximately 700 net acres in the same township as the Williston
  Purchase.


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        The Slawson participation agreement, or the Slawson Agreement, is confined to an agreed upon AMI within the Rough Rider area of
  McKenzie and Williams Counties in North Dakota. We have acquired approximately 6,000 net acres to date under the Slawson Agreement
  and have identified numerous drilling locations. We will spud our first well in October 2010 and plan to continue to drill additional wells
  through the end of 2011. Under the terms of the Slawson Agreement, we pay 33% of the gross well costs and between a 20% and 60%
  premium of our pro rata share of leasehold acquisition costs to earn a 30% working interest in all wells drilled within the AMI through
  January 15, 2012. We believe the terms of the Slawson Agreement are consistent with industry practice and will result in net costs to us
  that are substantially lower than we could achieve during the early phase of our development.

         In May 2010, we entered into an agreement with Kodiak pursuant to which we have the opportunity to acquire approximately 2,600
  net acres in an area of McKenzie County, or the Grizzly Project, located north and east of the Elm Coulee field. Under the terms of the
  agreement, we agreed to pay approximately $3.2 million to Kodiak in the form of future drilling carry for a 30% working interest in the
  Grizzly Project area. After the $3.2 million has been expended, we will have earned our approximately 2,600 net acres, with all future
  wells to be drilled according to our working interest position. As described below, we have drilled three gross wells in the Grizzly Project,
  two of which are awaiting completion and one of which has been production tested and is being prepared for production. We anticipate
  drilling an additional well by fiscal year-end.

        Using industry accepted well-spacing parameters and a combination of short and long laterals, we believe that there could be over
  100 unrisked drilling locations for the Bakken Shale and Three Forks formations on our acreage in the Williston Basin. Based on current
  industry expectations, we believe we can drill up to eight 9,500 foot lateral wells on 1,280 acre spacing units within our acreage. Consistent
  with leading field operators, we plan to perform multi-stage fracs with 25 to 30 stages on each lateral well. We also plan to drill shorter
  laterals on smaller units as dictated by our leasehold position.

        In May 2010, we announced our plans to participate in the Roedeske Federal #12-21H well in McKenzie County with an approximate
  15% working interest. The 9,000 foot lateral well was drilled on a 1,280 acre spacing unit and is awaiting completion with a 22-stage frac
  job. The well is operated by XTO Energy Inc.

       In June 2010, we commenced a two well drilling program in the Grizzly Project with Kodiak as operator. The first well, the Grizzly
  #13-6H, is a 4,000 foot lateral re-entry of an existing wellbore. The estimated gross costs are $3.2 million and we have an approximate
  26% working interest in this well. We anticipate that this well will be completed late in October 2010. The second well, the Grizzly
  #1-27H, is a 9,000 foot lateral well that was drilled on a 1,280 acre spacing unit. This well experienced mechanical difficulties during
  completion resulting in only 10 of 24 initially planned stages being completed, reducing the estimated cost of the well. The well produced
  507 Boe during its initial 24 hour test and is currently being prepared for production. The gross estimated costs are $5.7 million and we
  have an approximate 26% working interest in this well.

       We recently announced that Slawson will spud the first well of its joint venture with us on approximately October 30, 2010, the
  Bonanza #1-21-16H, located in the Rough Rider area in McKenzie County. We currently anticipate that Slawson will drill an additional
  nine wells in the Rough Rider area during the remainder of 2010 and 2011.

     Maritimes Basin
        We have an 87% working interest in approximately 474,625 gross acres (approximately 412,924 net acres) in the Windsor Sub-Basin
  of the Maritimes Basin located in the Province of Nova Scotia, Canada, or the Windsor Block. In October 2009, we completed an
  approximately 30-square kilometer 2D seismic shoot on the Windsor Block and completed processing and interpreting the data in the fiscal
  quarter ending January 31, 2010. We believe


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  that this seismic program, combined with the completion operations on three previously drilled vertical exploration wells, satisfied the
  first-year requirements of our 10-year production lease. See ―Business—Operations and Oil and Natural Gas Properties—Maritimes Basin‖
  for a description of the terms of the lease. We have completed our interpretation of the seismic data on the Windsor Block and we are
  currently seeking partners to participate in the drilling of the test well and to participate in a joint venture to further evaluate the potential of
  the Windsor Block.

  Our Strategy
        Our goal is to increase stockholder value by increasing our Williston Basin leasehold position and converting such leasehold position
  into proven reserves, production and cash flow at attractive returns on invested capital. We are seeking to achieve this goal through the
  following strategies:
          •     Focus on the Williston Basin . We believe the Bakken Shale and Three Forks formations in the Williston Basin represent one
                of the largest oil deposits in North America. A report issued by the United States Geological Survey, or USGS, in April 2008
                classified these formations as the largest continuous oil accumulation ever assessed by it in the contiguous United States. We
                expect to continue to aggressively pursue additional leasehold positions where our geologic model suggests the Bakken Shale
                and/or the Three Forks formations are believed to be prospective. We believe horizontal wells drilled on our acreage will
                generate attractive returns on invested capital given our outlook for the price of oil and the finding and development costs
                associated with converting the acreage from resource potential to proven and producing reserves.
          •     Continue to pursue leasehold acquisitions at attractive costs. We believe significant additional acreage in the Williston Basin,
                prospective for the Bakken Shale and Three Forks formations, is and will be available for acquisition allowing us to reach our
                goal of 30,000 net acres by the end of 2011. We believe many of the active operators in the area have assembled sizeable
                leasehold positions and have shifted from a leasehold acquisition strategy to a development strategy, reducing the competition
                for additional leasehold acreage. We plan to explore various techniques to add acreage, including participating in state and
                federal lease sales, pursuing leasehold acquisitions, farm-in agreements with existing operators and farm-in opportunities on
                lease positions that are about to expire. We believe many operators will choose to farm-out lease positions rather than allow
                leases to expire, giving us an opportunity to add significant leasehold at attractive costs.
          •     Maintain a balanced mix of operated and non-operated leasehold positions. Through our non-operated positions with
                Slawson and Kodiak, we plan to leverage our currently low overhead while broadening our operating experience by teaming
                with two of the most active and knowledgeable operators in the Williston Basin. We believe that Slawson’s and Kodiak’s long
                histories in the Williston Basin will also provide significant opportunities to expand our collective acreage position. We believe
                that the operations of Slawson and Kodiak will have lower costs resulting in higher returns than we can achieve on a
                stand-alone basis during the early phase of our development. With the majority of primary term leases extending three to five
                years from inception, we expect to build our operational capabilities and develop our operated acreage position prior to lease
                expiration.
          •     Capture upside value in Nova Scotia. We hold approximately 412,924 net acres in the province of Nova Scotia in Canada that
                we believe contains multiple conventional and unconventional targets. Increased industry activity in the Maritimes Basin,
                along with other factors such as more restrictive permitting procedures in the Gulf of Mexico, has increased industry interest in
                this area. Recently, Southwestern Energy Company, a mid-cap independent exploration company, leased a large undeveloped
                acreage position in the province of New Brunswick and committed to spend $47 million on the development of such acreage.
                Additionally, Apache Corporation recently spudded the B-41 Green Road and the G-59 Will deMille wells pursuant to its
                December 2009 farm-out agreement with Corridor Resources Inc. We are currently seeking a farm-out arrangement whereby a
                partner will fund 100% of the cost of the first well drilled on our acreage.


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          •     Maintain conservative leverage position to enhance financial flexibility. Acquisitions and farm-in opportunities will require
                us to move rapidly in many instances. As such, we expect to maintain excess cash balances and a conservative leverage
                position while we focus on leasehold acquisitions. Between now and the end of 2011, we expect to primarily use equity capital
                to fund our leasehold expansion and only add leverage where cash flow and reserve growth allow.

  Our Competitive Strengths
         We have the following competitive strengths that we believe will help us to successfully execute our business strategies:
          •     We benefit from the increasing activity in the Bakken Shale and Three Forks formations acreage. Activity levels in the
                Williston Basin continue to increase with a drilling rig count of 134 at October 15, 2010 versus 65 at January 1, 2010. We
                benefit from the increasing number of wells drilled and the corresponding data available from public sources and the North
                Dakota Industrial Commission. This activity and data has begun to define the geographic extent of the Bakken Shale and Three
                Forks formations which we believe reduces the amount of risk we face on future leasehold acquisitions and development
                operations. In addition, the leading operators in the Williston Basin have developed drilling and completion technologies that
                have significantly reduced production risk, decreased per unit drilling and completion costs and enhanced returns.
          •     Relatively small size allows us to make meaningful acquisitions. Our relatively small size provides us with the opportunity to
                acquire smaller acreage blocks that may be less attractive to larger operators inside and outside of the Williston Basin. These
                smaller blocks in aggregate will have a meaningful impact on our overall acreage position and should allow us to meet our goal
                of 30,000 net acres by year-end 2011.
          •     Experienced management team with proven acquisition and operating capabilities. Peter Hill, our Chief Executive Officer,
                has over 37 years of oil and natural gas experience, including over 20 years with British Petroleum in a variety of roles
                including Chief Geologist, Chief of Staff for BP Exploration, President of BP Venezuela and Regional Director for Central and
                South America. He currently serves as the non-executive Chairman for Toreador Resources, a public company currently
                developing an oil shale prospect in the Paris Basin in France. He is complemented by Jonathan Samuels, our Chief Financial
                Officer, who spent over five years as a member of an energy focused investment management firm.
          •     We have no outstanding indebtedness and following the offering we will have $44.7 million in cash. We expect to have
                approximately $44.7 million in cash after we close this offering. We will use this cash to meet our drilling commitments in
                2010 and 2011 and pursue additional leasehold acquisitions, including under our recent agreement with Williston Exploration
                LLC. See ―—Recent Developments.‖

  Recent Developments
        Williston Purchase —On October 5, 2010, we entered into a purchase and sale agreement with Williston Exploration LLC to acquire
  approximately 1,732 net acres in Williams County, North Dakota, or the Williston Purchase. These undeveloped acres are in contiguous
  blocks in three separate 1,280 acre drilling units and will provide our first operated drilling locations. The addition of this acreage will give
  us an opportunity to operate on a large portion of the acreage and we plan to drill up to two wells that we will operate by the end of 2011.
  The aggregate purchase price consists of up to approximately $2.2 million in cash and up to 433,500 shares of our common stock (after
  giving effect to the reverse stock split). We expect to close on a portion of the acres in December 2010 and on the remainder in February
  2011.


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         Oppenheimer Joint Venture —On October 22, we entered into an exploration and development agreement, or the Oppenheimer
  Agreement, with Oppenheimer Global Resource Private Equity Fund I and a related co-investment fund, or OGR, each a New York based
  investment fund managed by an affiliate of Oppenheimer & Co, Inc. Under the Oppenheimer Agreement, OGR has made a $25 million
  capital commitment to co-invest with us in our future acquisition and development of assets in the Williston Basin. $10 million of OGR’s
  initial capital, which OGR has the right to increase up to $19 million, is allocated for leasehold acquisition with the remainder available for
  well development. Further, OGR has the right to participate in up to 25% of our future activity in the Williston Basin. OGR will pay its
  share of leasehold costs in all leases in which it participates, plus a premium to us equal to an additional percentage of lease acquisition
  costs which is designed to remunerate us for our services in sourcing and managing the acreage activity in the Williston Basin. The acreage
  premium varies depending upon the level of lease acquisition costs. OGR will also bear 25% of all of our brokerage costs in the region. In
  addition, OGR will pay its proportional share of all drilling and completion costs, plus a 10% premium thereof to us for our services
  associated with well development. We will also earn an annual management fee as general and administrative expense reimbursement. Our
  current leasehold position, including the Grizzly Project, and any future leasehold acquisition pursuant to the Slawson Agreement, is
  excluded from the Oppenheimer Agreement.

        Exploration and Development Activity —Beginning in the fourth quarter of 2010, we believe we will participate in the drilling of up
  to 20 gross (5.3 net) wells by the end of 2011. We anticipate participating in two gross (1.25 net) wells in the acreage being acquired from
  Williston Exploration LLC, 10 gross (2.0 net) wells on our Slawson AMI, two to four gross (0.7 to 1.40 net) wells in the Grizzly Project
  and up to four gross (0.6 net) wells in our other non-operated areas. With an average drilling and completion cost of $7.0 million per well,
  we have budgeted a range of anticipated drilling capital costs of $30 to $40 million over this period.

  Reverse Stock Split and NYSE Amex Listing
        Prior to the closing of this offering, we will complete a 1-for-10 reverse stock split, or the reverse stock split, which is intended to
  increase our ability to meet the minimum share price requirement of the NYSE Amex LLC, or AMEX. Although we have already received
  conditional approval to list our common stock on AMEX, such listing is conditioned upon completion of the reverse stock split and final
  approval of AMEX.

        We received stockholder approval at our 2010 annual meeting of stockholders held on September 16, 2010 granting discretionary
  authority to our board of directors, or the Board, to effect the reverse stock split. In connection with the reverse stock split, we also
  received stockholder approval to amend our articles of incorporation to decrease the number of shares of authorized common stock from
  150,000,000 shares to 70,000,000 shares. Such decrease is conditioned upon effecting the reverse stock split. We intend to amend our
  articles of incorporation to decrease the number of authorized shares simultaneously with the reverse stock split.

  Corporate Information
       We were incorporated in the State of Nevada on December 11, 2003 under the name Peloton Resources Inc. On May 10, 2005, we
  changed our name to Triangle Petroleum Corporation. Our principal executive office is located at 1625 Broadway, Suite 780, Denver,
  Colorado 80202 and our telephone number at that address is (303) 260-7125. Our website is www.trianglepetroleum.com . The information
  on our website is not part of this prospectus.


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                                                                THE OFFERING

  Issuer                                                Triangle Petroleum Corporation

  Common stock offered by us                            9,000,000 shares

  Common stock outstanding immediately after this       19,539,084 shares
   offering

  Over-allotment option                                 We have granted the underwriters a 30-day option to purchase up to an aggregate of
                                                        1,350,000 additional shares of our common stock to cover any over-allotments.

  Use of proceeds                                       We estimate that our net proceeds from this offering will be approximately $44
                                                        million after deducting the underwriting discounts and commissions and estimated
                                                        offering expenses.

                                                        We intend to use the net proceeds from this offering to fund our drilling and
                                                        development expenditures, leasehold acquisitions, including the Williston Purchase,
                                                        and general corporate purposes, including working capital.

  Dividend policy                                       We have not and do not expect to declare or pay any cash or other dividends in the
                                                        foreseeable future on our common stock. See ―Dividend Policy.‖

  Risk factors                                          You should carefully read and consider the information beginning on page 9 of this
                                                        prospectus set forth under the heading ―Risk Factors‖ and all other information set
                                                        forth in this prospectus before deciding to invest in our common stock.

  Proposed AMEX symbol                                  ―TPLM‖

        The number of shares to be outstanding after this offering is based on (i) 10,105,584 shares of our common stock outstanding as of
  October 22, 2010 (after giving effect to the reverse stock split), (ii) up to 433,500 shares of our common stock that may be issued in
  connection with the Williston Purchase (after giving effect to the reverse stock split) and (iii) excludes 1,010,559 additional shares (after
  giving effect to the reverse stock split) that are authorized for future issuance under our equity incentive plans, of which 340,000 shares
  (after giving effect to the reverse stock split) may be issued pursuant to outstanding stock options.

       Unless otherwise indicated, the information in this prospectus assumes that the underwriters will not exercise their over-allotment
  option.


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                                      SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table presents our summary historical consolidated financial data as of the dates and for the periods as indicated. The
  consolidated income statement and other consolidated financial data for each of the fiscal years in the three years ended January 31, 2010,
  and the consolidated balance sheet data as of each of such periods, have been derived from our consolidated financial statements, which
  have been audited by our independent registered public accounting firm. The consolidated income statement and other consolidated
  financial data for the fiscal six months ended July 31, 2009 and July 31, 2010, and the consolidated balance sheet data as of July 31, 2010,
  have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited
  interim consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements and,
  in the opinion of our management, include all adjustments (including normal recurring accruals) necessary for a fair presentation of such
  data. Our results for the interim period are not necessarily indicative of results for a full year. Our historical consolidated financial data
  should be read in conjunction with our historical consolidated financial statements and the accompanying notes and ―Management’s
  Discussion and Analysis of Financial Condition and Results of Operations‖ included elsewhere in this prospectus.

                                                                 Years ended January 31,                            Six months ended July 31,
                                                  2008                      2009               2010               2009                     2010
                                                                                                                          (unaudited)
   INCOME STATEMENT
   Revenue, net of royalties               $        586,804         $            386,892   $     131,245      $      63,087        $          41,722

   Operating Expenses
       Oil and gas production              $        304,537         $            125,777   $      95,852      $      52,576        $         13,495
       Depletion and accretion                      441,881                      200,050         188,788             91,477                 131,795
       Depreciation—property and
          equipment                                  40,429                     39,448             26,198            11,674                  13,864
       General and administrative                 5,800,116                  4,045,906          3,987,012         1,675,148               1,655,125
       Foreign exchange (gain) loss                 317,656                  2,682,873           (753,950 )        (707,654 )               (30,141 )
       Gain on sale of assets                           —                     (126,314 )       (1,266,294 )        (124,621 )              (976,900 )
       Ceiling test write-down on oil
          and gas properties                     19,598,916                  8,308,229                 —                 —                        —

   Total Operating Expenses                $     26,503,535         $      15,275,969      $   2,277,606      $     998,600        $        807,238

   Total Other Income (Expense)            $      (3,684,016 )      $        1,118,592     $          6,260   $        6,213       $              373

   Net Income (Loss) for the Period        $    (29,600,747 )       $     (13,770,485 )    $   (2,140,101 )   $    (929,300 )      $       (765,516 )

   STATEMENT OF CASH FLOWS
   Net Cash Used In Operating Activities   $      (4,246,258 )      $       (3,898,095 )   $   (2,099,940 )   $    (890,162 )      $     (1,640,608 )

   Net Cash Used In Investing Activities   $    (22,279,141 )       $       (1,190,231 )   $   (2,192,365 )   $   (2,712,803 )     $     (9,898,918 )

   Net Cash Provided By Financing
     Activities                            $     25,308,006         $      12,002,541      $           —      $          —         $      8,699,426



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                                                                                              As of July 31,
                                                      As of January 31,                           2010
                                               2009                        2010
                                                                                              (unaudited)
   BALANCE SHEET
   ASSETS
      Cash                                $     8,449,471          $        4,878,601     $        2,050,357
         Total Current Assets             $    9,787,821           $       5,535,021      $       4,425,062
         Property and Equipment                   39,765                      39,296                 25,432
         Oil and Gas Properties               16,942,864                  18,783,375             27,995,018
         Total Assets                     $   26,770,450           $      24,357,692      $      32,445,512

   STOCKHOLDERS’ EQUITY
      Common Stock                        $           699          $              699     $             990
      Additional Paid-In Capital               81,155,715                  81,950,076            95,370,116
      Warrants                                  4,237,100                   4,237,100                   —
      Deficit                                 (61,564,544 )               (63,704,645 )         (64,469,788 )
         Total Stockholders’ Equity       $   23,828,970           $      22,483,230      $      30,901,318



                                      8
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                                                                RISK FACTORS

     You should carefully consider the following risk factors and all other information contained in this prospectus in evaluating our business
and prospects. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties, other than those
we describe below, that are not presently known to us or that we currently believe are immaterial, may also impair our business operations. If
any of the following risks occur, our business, financial condition and results of operations could be harmed.

Risks Relating to Our Business
We have a history of losses which may continue and negatively impact our ability to achieve our business objectives.

      We incurred net losses of $13,770,485 and $2,140,101 for the fiscal years ended January 31, 2009 and 2010, respectively, and a net loss
of $765,516 for the fiscal six months ended July 31, 2010. We cannot assure you that we can achieve or sustain profitability on a quarterly or
annual basis in the future. Our operations are subject to the risks and competition inherent in the oil and natural gas industry. We cannot assure
you that future operations will be profitable. Revenues and profits, if any, will depend upon various factors, including whether we will be able
to expand our revenues. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on our
business, financial condition and result of operations.

Oil and natural gas drilling is a speculative activity and involves numerous risks and substantial and uncertain costs that could adversely
affect us.

      An investment in us should be considered speculative due to the nature of our involvement in the exploration for, and the acquisition,
development and production of, oil and natural gas. Oil and natural gas operations involve many risks, which even a combination of experience
and knowledge and careful evaluation may not be able to overcome. There is no assurance that commercial quantities of oil and natural gas will
be discovered or acquired by us.

We have substantial capital requirements that, if not met, may hinder our operations.

      We anticipate that we will make substantial capital expenditures for the acquisition, exploration, development and production of oil and
natural gas reserves in the future and for future drilling programs, including our obligations under the Slawson Agreement, the Kodiak
Agreement and the Oppenheimer Agreement. If we have insufficient revenues, we may have a limited ability to expend the capital necessary to
undertake or complete future drilling programs. We cannot assure you that debt or equity financing, or cash generated by operations, will be
available or sufficient to meet these requirements or for other corporate purposes, or if debt or equity financing is available, that it will be on
terms acceptable to us. Moreover, future activities may require us to alter our capitalization significantly. Our inability to access sufficient
capital for our operations could have a material adverse effect on our business, financial condition, results of operations or prospects.

The termination of our agreements with Slawson, Kodiak or OGR could have a material adverse effect on our business, financial condition
and results of operations.

      Our agreements with Slawson, Kodiak and OGR are essential to us and our future development. Our agreement with Slawson remains in
effect as long as there is a producing well and for a period of 90 days thereafter, but may be continued if another well is being drilled or
reworked at the end of this period. Our agreement with OGR remains in effect until the third anniversary of its effective date unless either OGR
achieves certain acquisition thresholds before that date and elects to extend the term of the agreement, or OGR fails to achieve certain
thresholds and we elect to terminate the agreement. Also, OGR may terminate the agreement if our net worth falls below a certain level or
OGR determines that changes in our executive management team or financial prospects are not satisfactory. Termination of any of these
agreements would require us to seek another collaborative relationship in that territory. We cannot assure you that a suitable alternative third
party would be

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Index to Financial Statements

identified, and even if identified, we cannot assure you that the terms of any new relationship would be commercially acceptable to us, and as a
result, any such termination could have a material adverse effect on our business, financial condition and results of operations.

Our agreements with Slawson, Kodiak and OGR and other agreements that we may enter into, present a number of challenges that could
have a material adverse effect on our business, financial condition and results of operations.

      Our agreements with Slawson, Kodiak and OGR represent a significant portion of our business in the near future. In addition, as part of
our business strategy, we plan to enter into other similar transactions, some of which may be material. These transactions typically involve a
number of risks and present financial, managerial and operational challenges, including the existence of unknown potential disputes, liabilities
or contingencies that arise after entering into these arrangements related to the counterparties to such arrangements. We could experience
financial or other setbacks if such transactions encounter unanticipated problems due to challenges, including problems related to execution or
integration. Any of these risks could reduce our revenues or increase our expenses, which could adversely affect our business, financial
condition or results of operations.

We depend on successful exploration, development and acquisitions to develop any future reserves and grow production and revenue in the
future.

       Acquisitions of oil and natural gas acreage, reserves and assets are typically based on engineering and economic assessments made by
independent engineers and our own assessments. These assessments will include a series of assumptions regarding such factors as
recoverability and marketability of oil and natural gas, future prices of oil and natural gas and operating costs, future capital expenditures and
royalties and other government levies which will be imposed over the producing life of the reserves. Many of these factors are subject to
change and are beyond our control. In particular, the prices of and markets for oil and natural gas products may change from those anticipated
at the time of making such assessment. In addition, all such assessments involve a measure of geologic and engineering uncertainty that could
result in lower production and reserves than anticipated. Initial assessments of acquisitions may be based on reports by a firm of independent
engineers that are not the same as the firm that we have used. Because each firm may have different evaluation methods and approaches, these
initial assessments may differ significantly from the assessments of the firm used by us.

       Properties we acquire may be in an unexpected condition and may subject us to increased costs and liabilities, including environmental
liabilities. Although we review acquired properties prior to acquisition in a manner consistent with industry practices, such reviews are not
capable of identifying all potential conditions. Generally, it is not feasible to review in depth every individual property involved in each
acquisition. Ordinarily, we will focus our review efforts on the higher value properties or properties with known adverse conditions and will
sample the remainder. However, even a detailed review of records and properties may not necessarily reveal existing or potential problems or
permit a buyer to become sufficiently familiar with the properties to assess fully their condition or any deficiencies. Inspections may not always
be performed on every well, and environmental problems, such as ground water contamination, are not necessarily observable even when an
inspection is undertaken. As a result, we may not acquire good title to some of our acquired properties and we may assume unknown liabilities
that could have a material adverse effect on our business, financial condition and results of operations.

We may have difficulty managing growth in our business, which could adversely affect our business plan, financial condition and results of
operations.

     Growth in accordance with our business plan, if achieved, will place a significant strain on our financial, technical, operational and
management resources. As we expand our activities and increase the number of projects we are evaluating or in which we participate, there will
be additional demands on these resources. The failure to continue to upgrade our technical, administrative, operating and financial control
systems or the occurrences of unexpected expansion difficulties, including the failure to recruit and retain experienced

                                                                        10
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managers, geologists, engineers and other professionals in the oil and natural gas industry, could have a material adverse effect on our business,
financial condition and results of operations and our ability to timely execute our business plan.

Substantially all of our net leasehold acreage is undeveloped, and that acreage may not ultimately be developed or become commercially
productive, which could have a material adverse effect on our future oil and natural gas reserves and production and, therefore, our future
cash flow and income.

       Substantially all of our net leasehold acreage is undeveloped, or acreage on which wells have not been drilled or completed to a point that
would permit the production of commercial quantities of oil and natural gas. In addition, many of our oil and natural gas leases require us to
drill wells that are commercially productive, and if we are unsuccessful in drilling such wells, we could lose our rights under such leases. We
intend to use some of the proceeds from this offering to develop our leasehold acreage by funding our exploration, exploitation and
development activities. Our future oil and natural gas reserves and production and, therefore, our future cash flow and income are highly
dependent on successfully developing our undeveloped leasehold acreage.

We may be unable to successfully acquire additional leasehold interests or other oil and natural gas properties, which may inhibit our
ability to grow our production.

      Acquisitions of leasehold interests or other oil and natural gas properties have been an important element of our business, and we will
continue to pursue acquisitions in the future. In the last several years, we have pursued and consummated leasehold or other property
acquisitions that have provided us opportunities to expand our acreage position and, to a lesser extent, grow our production. Although we
regularly engage in discussions and submit proposals regarding leasehold interests or other properties, suitable acquisitions may not be
available in the future on reasonable terms.

As most of our properties are in the exploration stage, we cannot assure you that we will establish commercial discoveries on our properties.

      Exploration for economically recoverable reserves of oil and natural gas is subject to a number of risks. Few properties that are explored
are ultimately developed into producing oil and/or natural gas wells. Most of our properties are only in the exploration stage and we have only
limited revenues from operations. While we do have a limited amount of production of natural gas, we may not establish commercial
discoveries on any of our properties. Failure to do so would have a material adverse effect on our business, financial condition and results of
operations.

We have a limited operating history in the Bakken Shale and Three Forks formations in North Dakota and if we are not successful in
continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

       We have a limited operating history in the Bakken Shale and Three Forks formations in North Dakota. Our success is significantly
dependent on a successful acquisition, drilling, completion and production program. Our operations in the Bakken Shale and Three Forks
formations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence
of a significant operating history. We may be unable to locate recoverable reserves or operate on a profitable basis. We are in the early stage of
the exploration and development phase of our plan and potential investors should be aware of the difficulties normally encountered by
enterprises in this stage. If our business plan is not successful and we are not able to operate profitably, investors may lose some or all of their
investment.

Our method of accounting for investments in oil and natural gas properties may result in impairment of asset value.

     We follow the full cost method of accounting for oil and natural gas properties. Accordingly, all costs associated with the acquisition,
exploration and development of oil and natural gas properties, including costs of

                                                                         11
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Index to Financial Statements

undeveloped leasehold, geological and geophysical expenses, dry holes, leasehold equipment and legal due diligence costs directly related to
acquisition, exploration and development activities, are capitalized. Capitalized costs of oil and natural gas properties also include estimated
asset retirement costs recorded based on the fair value of the asset retirement obligation when incurred. The capitalized costs plus future
development and dismantlement costs are depleted and charged to operations using the equivalent unit-of-production method based on proved
oil and natural gas reserves as determined by our independent petroleum engineers. To the extent that such capitalized costs, net of depletion
and amortization, exceed the present value of estimated future net revenues, discounted at 10%, from proved oil and natural gas reserves, after
income tax effects, such excess costs are charged to operations, which may have a material adverse effect on our business, financial condition
and results of operations. Once incurred, a write down of oil and natural gas properties is not reversible at a later date, even if oil or natural gas
prices increase. See ―Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting
Policies—Investment in Oil and Natural Gas Properties‖ for a more detailed description of our method of accounting.

We cannot control the activities on the properties we do not operate and are unable to ensure their proper operation and profitability.

      We currently do not operate substantially all of the properties in which we have an interest, including all of our acreage in the Bakken
Shale and Three Forks formations; however, we currently control and intend to operate 10% to 15% of the acreage from the Williston
Purchase. As a result, we have limited ability to exercise influence over, and control the risks associated with, operations of these properties.
The failure of an operator of our wells to adequately perform operations, an operator’s breach of the applicable agreements or an operator’s
failure to act in our best interests could reduce our production and revenues. The success and timing of our drilling and development activities
on properties operated by others therefore depends upon a number of factors outside of our control, including the operator’s timing and amount
of capital expenditures, expertise and financial resources, inclusion of other participants in drilling wells and use of technology.

Our lack of diversification will increase the risk of an investment in us.

      Our current business focus is on the oil and natural gas industry in a limited number of properties, primarily in North Dakota. Larger
companies have the ability to manage their risk by diversification. However, we currently lack diversification, in terms of both the nature and
geographic scope of our business. As a result, we will likely be impacted more acutely by factors affecting our industry or the regions in which
we operate, such as the Bakken Shale and Three Forks formations, than we would if our business were more diversified, increasing our risk
profile.

Because we have a small asset base and have limited access to additional capital, we may have to limit our exploration activity, which may
result in a loss of investment.

      We have a small asset base and limited access to additional capital. Due to our brief operating history and historical operating losses, our
operations have not been a source of liquidity and we expect to raise additional capital through equity financings. We presently do not have any
available credit or bank financing sources of liquidity. We expect significant capital expenditures during the next 12 months for land
acquisitions and drilling programs on our U.S. oil shale program and for overhead and working capital purposes. We cannot assure you that we
will be successful in obtaining additional funding. In that event, we may not be able to complete our planned exploration programs. If
additional financing is not available or is not available on acceptable terms, we will have to curtail our operations and investors may lose their
investment.

If we are unable to raise additional funds or secure a new joint operating partner in the Windsor Block, we may be required to surrender
the Windsor Block lease.

      On April 15, 2009, we entered into a 10-year production lease for approximately 474,625 gross acres (approximately 412,924 net acres)
of land. In April 2011, we are required to provide a technical report and the Nova Scotia government may request the surrender of certain lands
they deem not adequately evaluated. At the

                                                                          12
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end of the fifth year of the lease, areas of the land block not adequately drilled or otherwise evaluated may be subject to surrender. Since
April 15, 2009, we have completed three exploration wells and acquired seismic data towards the production lease commitments. There is a
risk that our joint venture partner in the Windsor Block will not be able to pay for their portion (13%) of the well costs, which could also slow
down or stop exploration on the Windsor Block.

      We will have to raise additional funds or secure a new joint operating partner in the Windsor Block to complete the exploration and
development phase of our Windsor Block programs and we cannot assure you that we will be able to do so. There is a risk that we may not
obtain the necessary additional funds or a new partner to continue operations and to determine the existence, discovery and successful
exploitation of economically recoverable reserves and the attainment of profitable operations on our Windsor Block. If we do not obtain
additional funds or secure a new partner, we may be required to surrender the lease.

We face strong competition from other oil and natural gas companies.

     We encounter competition from other oil and natural gas companies in all areas of our operations, including the acquisition of exploratory
prospects and proven properties. Our competitors include major oil and natural gas companies and numerous independent oil and natural gas
companies, individuals and drilling and income programs. Many of our competitors have been engaged in the oil and natural gas business much
longer than we have and possess substantially larger operating staffs and greater capital resources than us. These companies may be able to pay
more for exploratory projects and productive oil and natural gas properties and may be able to define, evaluate, bid for and purchase a greater
number of properties and prospects than our financial or human resources permit. In addition, these companies may be able to expend greater
resources on the existing and changing technologies that we believe are and will be increasingly important to attaining success in the industry.
Such competitors may also be in a better position to secure oilfield services and equipment on a timely basis or on more favorable terms. We
may not be able to conduct our operations, evaluate and select suitable properties and consummate transactions successfully in this highly
competitive environment.

Current global financial conditions have been characterized by increased volatility which could have a material adverse effect on our
business, prospects, liquidity, financial condition and results of operations.

      Current global financial conditions and recent market events have been characterized by increased volatility and the resulting tightening
of the credit and capital markets has reduced the amount of available liquidity and overall economic activity. We cannot assure you that debt or
equity financing, the ability to borrow funds or cash generated by operations will be available or sufficient to meet or satisfy our initiatives,
objectives or requirements. Our inability to access sufficient amounts of capital on terms acceptable to us for our operations could have a
material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

The potential profitability of oil and natural gas properties depends upon factors beyond our control.

      The potential profitability of oil and natural gas properties is dependent upon many factors beyond our control. For instance, world prices
and markets for oil and natural gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls or any
combination of these and other factors, and respond to changes in domestic, international, political, social and economic environments.
Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become
increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance. In addition, a
productive well may become commercially unproductive in the event that water or other deleterious substances are encountered which impair
or prevent the production of oil and/or natural gas from the well. In addition, production from any well may be unmarketable if it is
impregnated with water or other deleterious substances. These factors cannot be accurately predicted and the combination of these factors may
result in us not receiving an adequate return on invested capital.

                                                                        13
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Index to Financial Statements

Seasonal weather conditions and other factors could adversely affect our ability to conduct drilling activities.

      Our operations could be adversely affected by weather conditions and wildlife restrictions on federal leases. In the Williston Basin and in
Canada, drilling and other oil and natural gas activities cannot be conducted as effectively during the winter months. Winter and severe weather
conditions limit and may temporarily halt the ability to operate during such conditions. These constraints and the resulting shortages or high
costs could delay or temporarily halt our oil and natural gas operations and materially increase our operating and capital costs, which could
have a material adverse effect on our business, financial condition and results of operations.

If we are unable to retain the services of Dr. Hill and Mr. Samuels, or if we are unable to successfully recruit qualified managerial and
field personnel having experience in oil and natural gas exploration, we may not be able to continue our operations.

      Our success depends to a significant extent upon the continued services of our directors and officers and, in particular, Peter Hill, our
Chief Executive Officer, and Jonathan Samuels, our Chief Financial Officer. Loss of the services of Dr. Hill or Mr. Samuels could have a
material adverse effect on our growth, revenues and prospective business. We have not and do not expect to obtain key man insurance on our
management. In addition, in order to successfully implement and manage our business plan, we will be dependent upon, among other things,
successfully recruiting qualified managerial and field personnel having experience in the oil and natural gas exploration business. Competition
for qualified individuals is intense. We cannot assure you that we will be able to retain existing employees or that we will be able to find, attract
and retain qualified personnel on acceptable terms.

The marketability of natural resources will be affected by numerous factors beyond our control.

      The markets and prices for oil and natural gas depend on numerous factors beyond our control. These factors include demand for oil and
natural gas, which fluctuate with changes in market and economic conditions, and other factors, including:
        •    worldwide and domestic supplies of oil and natural gas;
        •    actions taken by foreign oil and natural gas producing nations;
        •    political conditions and events (including instability or armed conflict) in oil-producing or natural gas-producing regions;
        •    the level of global and domestic oil and natural gas inventories;
        •    the price and level of foreign imports;
        •    the level of consumer demand;
        •    the price and availability of alternative fuels;
        •    the availability of pipeline or other takeaway capacity;
        •    weather conditions;
        •    terrorist activity;
        •    domestic and foreign governmental regulations and taxes; and
        •    the overall worldwide and domestic economic environment.

      Significant declines in oil and natural gas prices for an extended period may have the following effects on our business:
        •    adversely affect our financial condition, liquidity, ability to finance planned capital expenditures and results of operations;

                                                                         14
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Index to Financial Statements


        •    cause us to delay or postpone some of our capital projects;
        •    reduce our revenues, operating income and cash flow; and
        •    limit our access to sources of capital.

We may have difficulty distributing our oil and natural gas production, which could harm our financial condition.

      In order to sell the oil and natural gas that we are able to produce from the Williston Basin and the Maritimes Basin, we may have to
make arrangements for storage and distribution to the market. We will rely on local infrastructure and the availability of transportation for
storage and shipment of our products, but infrastructure development and storage and transportation facilities may be insufficient for our needs
at commercially acceptable terms in the localities in which we operate. This situation could be exacerbated to the extent that our operations are
conducted in remote areas that are difficult to access, such as areas that are distant from shipping and/or pipeline facilities. These factors may
affect our ability to explore and develop properties and to store and transport our oil and natural gas production, which may increase our
expenses.

     Furthermore, weather conditions or natural disasters, actions by companies doing business in one or more of the areas in which we will
operate or labor disputes may impair the distribution of oil and/or natural gas and in turn diminish our financial condition or ability to maintain
our operations.

Our significant stockholders may have substantial influence over our business and affairs.

      As of October 22, 2010, Cambrian Capital L.P. and Palo Alto Investors, LLC each own greater than 10% of our issued and outstanding
shares of common stock. As a result, each of these investors currently has substantial influence over the outcome of certain matters requiring
stockholder approval, including the power to, among other things:
        •    amend our articles of incorporation, other than with respect to the reverse stock split that has already been approved by our
             stockholders;
        •    elect and remove our directors and control the appointment of our senior management; and
        •    prevent our ability to be acquired and complete other significant corporate transactions.

Oil and natural gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in
excess of those anticipated, causing an adverse effect on us.

      Oil and natural gas operations are subject to federal, state, provincial and local laws relating to the protection of the environment,
including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and natural gas
operations are also subject to federal, state, provincial and local laws and regulations which seek to maintain health and safety standards by
regulating the design and use of drilling methods and equipment. Various permits from government authorities are required for drilling
operations to be conducted and no assurance can be given that such permits will be received. The failure or delay in obtaining the requisite
approvals or permits may adversely affect our business, financial condition and results of operations.

Hydraulic fracturing, the process used for releasing oil and natural gas from shale rock, has recently come under increased scrutiny and
could be the subject of further regulation that could impact the timing and cost of development.

     The Environmental Protection Agency, or EPA, recently amended the Underground Injection Control, or UIC, provisions of the federal
Safe Drinking Water Act, or the SDWA, to exclude hydraulic fracturing from the

                                                                           15
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Index to Financial Statements

definition of ―underground injection.‖ However, the U.S. Senate and House of Representatives are currently considering bills entitled the
Fracturing Responsibility and Awareness of Chemicals Act, or the FRAC Act, to amend the SDWA to repeal this exemption. If enacted, the
FRAC Act would amend the definition of ―underground injection‖ in the SDWA to encompass hydraulic fracturing activities, which could
require hydraulic fracturing operations to meet permitting and financial assurance requirements, adhere to certain construction specifications,
fulfill monitoring, reporting, and recordkeeping obligations, and meet plugging and abandonment requirements. The FRAC Act also proposes
to require the reporting and public disclosure of chemicals used in the fracturing process, which could make it easier for third parties opposing
the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could
adversely affect groundwater.

      Hydraulic fracturing is the primary production method used to produce reserves located in the Bakken Shale and Three Forks formations.
Depending on the legislation that may ultimately be enacted or the regulations that may be adopted at the federal, state and/or provincial levels,
exploration and production activities that entail hydraulic fracturing could be subject to additional regulation and permitting requirements.
Individually or collectively, such new legislation or regulation could lead to operational delays or increased operating costs and could result in
additional burdens that could increase the costs and delay the development of unconventional oil and natural gas resources from shale
formations which are not commercial without the use of hydraulic fracturing. This could have an adverse effect on our business, financial
condition and results of operations.

Exploration activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of
our operations.

      In general, our exploration activities are subject to certain federal, state, provincial and local laws and regulations relating to
environmental quality and pollution control. Specifically, we are subject to legislation regarding emissions into the environment, water
discharges and storage and disposition of hazardous wastes. These laws and regulations may require the acquisition of permits before drilling
commences; restrict the types, quantities and concentration of various substances that can be released into the environment from drilling and
production activities; limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; require
remedial measures to mitigate pollution from former operations, such as plugging abandoned wells; and impose substantial liabilities for
pollution resulting from our operations. Such laws and regulations increase the costs of our exploration activities and may prevent or delay the
commencement or continuance of a given operation. In addition, legislation has been enacted which requires well and facility sites to be
abandoned and reclaimed to the satisfaction of state or provincial authorities. Such laws and regulations are frequently changed and we are
unable to predict the ultimate cost of compliance.

       With the introduction of the Kyoto Protocol, oil and natural gas producers may be required to reduce greenhouse gas emissions. This
could result in, among other things, increased operating and capital expenditures for those producers. This could also make certain production
of oil or natural gas by those producers uneconomic, resulting in reductions in such production. The Kyoto Protocol was ratified by the
Canadian government in December of 2002 and commits Canada to reducing its greenhouse gas emissions levels to 6% below 1990
―business-as-usual‖ levels by 2012. It officially came into force on February 16, 2005. Since that date the Canadian government has indicated it
will be unable to meet its Kyoto Protocol commitments. We are unable to predict the effect on our business, financial condition and results of
operations of the ratification of the Kyoto Protocol by the Canadian federal government or its subsequent position that Canada cannot meet its
commitments thereunder.

      The first commitment period under the Kyoto Protocol ends in 2012. Government leaders and representatives from approximately 170
countries met in Copenhagen, Denmark from December 7 through 18, 2009, or the Copenhagen Conference, to attempt to negotiate a successor
to the Kyoto Protocol. The Copenhagen Conference resulted in a broad political consensus rather than a binding international treaty, or the
Copenhagen Accord , that has not been endorsed by all participating countries. The Copenhagen Accord reinforces the commitment to reducing
the emissions of greenhouse gas, or GHGs, contained in the Kyoto Protocol and

                                                                        16
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Index to Financial Statements

promises funding to help developing countries mitigate and adapt to climate change. In response to the Copenhagen Accord, the Canadian
government indicated on January 29, 2010 that it will seek to achieve a 17% reduction in GHG emissions from its 2005 levels by 2020. We are
unable to predict the effect that compliance with the Copenhagen Accord by the Canadian federal government will have on our business,
financial condition and results of operation.

Climate change laws and regulations restricting emissions of greenhouse gases could result in increased operating costs and reduced
demand for the oil and natural gas that we produce while the physical effects of climate change could disrupt our production and cause us
to incur significant costs in preparing for, or responding to, those effects.

      On December 15, 2009, the EPA published its findings that emissions of carbon dioxide, methane and other greenhouse gases present an
endangerment to human health and the environment because emissions of such gases are, according to the EPA, contributing to the warming of
the earth’s atmosphere and other climatic changes. These findings by the EPA allowed the agency to proceed with the adoption and
implementation of regulations that would restrict emissions of greenhouse gases under existing provisions of the federal Clean Air Act.
Consequently, the EPA proposed two sets of regulations that would require a reduction in emissions of greenhouse gases from motor vehicles
and, also, could trigger permit review for greenhouse gas emissions from certain stationary sources. In addition, on October 30, 2009, the EPA
published a final rule requiring the reporting of greenhouse gas emissions from specified large greenhouse gas emission sources in the United
States beginning in 2011 for emissions occurring in 2010. The adoption and implementation of any regulations imposing reporting obligations
on, or limiting emissions of greenhouse gases from, our equipment and operations could require us to incur costs to reduce emissions of
greenhouse gases associated with our operations or could adversely affect demand for the oil and natural gas we produce.

       Also, on June 26, 2009, the U.S. House of Representatives passed the American Clean Energy and Security Act of 2009, or ACESA,
which would establish an economy-wide cap-and-trade program to reduce United States emissions of greenhouse gases including carbon
dioxide and methane that may contribute to the warming of the Earth’s atmosphere and other climatic changes. If it becomes law, ACESA
would require a 17% reduction in greenhouse gas emissions from 2005 levels by 2020 and just over an 80% reduction of such emissions by
2050. Under this legislation, the EPA would issue a capped and steadily declining number of tradable emissions allowances to certain major
sources of greenhouse gas emissions so that such sources could continue to emit greenhouse gases into the atmosphere. These allowances
would be expected to escalate significantly in cost over time. The net effect of ACESA will be to impose increasing costs on the combustion of
carbon-based fuels such as oil, refined petroleum products and natural gas. The U.S. Senate has begun work on its own legislation for
restricting domestic greenhouse gas emissions and President Obama has indicated his support of legislation to reduce greenhouse gas emissions
through an emission allowance system. Although it is not possible at this time to predict when the Senate may act on climate change legislation
or how any bill passed by the Senate would be reconciled with ACESA, any future federal laws or implementing regulations that may be
adopted to address greenhouse gas emissions could require us to incur increased operating costs and could adversely affect demand for the oil
and natural gas we produce.

      Finally, it should be noted that some scientists have concluded that increasing concentrations of greenhouse gases in the Earth’s
atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, floods and
other climatic events. If any such effects were to occur, they could have an adverse effect on our exploration and production operations.
Significant physical effects of climate change could also have an indirect effect on our financing and operations by disrupting the transportation
or process-related services provided by midstream companies, service companies or suppliers with whom we have a business relationship. We
may not be able to recover through insurance some or any of the damages, losses or costs that may result from potential physical effects of
climate change and as a result, this could have a material adverse effect on our business, financial condition and results of operations.

                                                                       17
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Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on
our financial position and results of operations.

      Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages,
labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor and other risks are
involved. We may become subject to liability for pollution or hazards against which we cannot adequately insure or for which we may elect not
to insure. Incurring any such liability may have a material adverse effect on our financial position and results of operations.

      Any change in government regulation and/or administrative practices may have a negative impact on our ability to operate and on our
profitability.

      The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the
United States or Canada or any other jurisdiction may be changed, applied or interpreted in a manner which will fundamentally alter our ability
to carry on our business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special
interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or
our profitability.

Aboriginal claims could have an adverse effect on us and our operations.

      Aboriginal peoples have claimed aboriginal title and rights to portions of Canada where we operate, including in Nova Scotia, where our
Windsor Block acreage is located. We are not aware that any claims have been made in respect of our property and assets. However, if a claim
arose and was successful, it could have an adverse effect on us and our operations.

We do not plan to insure against all potential operating risks. We might incur substantial losses from, and be subject to substantial liability
claims for, uninsured or underinsured risks related to our oil and natural gas operations.

      We do not intend to insure against all risks. Our oil and natural gas exploration and production activities will be subject to hazards and
risks associated with drilling for, producing and transporting oil and natural gas, and any of these risks can cause substantial losses resulting
from:
        •    environmental hazards, such as uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas or other pollution into the
             environment, including groundwater and shoreline contamination;
        •    abnormally pressured formations;
        •    mechanical difficulties, such as stuck oil field drilling and service tools and casing collapse;
        •    fires and explosions;
        •    personal injuries and death;
        •    regulatory investigations and penalties; and
        •    natural disasters.

      We might elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. In
addition, pollution and environmental risks generally are not fully insurable. Losses and liabilities arising from uninsured and underinsured
events or in amounts in excess of existing insurance coverage could have a material adverse effect on our business, financial condition or
results of operations.

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No assurance can be given that defects in our title to oil and natural gas interests do not exist.

      Title to oil and natural gas interests is often not possible to determine without incurring substantial expense. An independent title review
was completed with respect to certain of the oil and natural gas rights acquired by us and the interests in oil and natural gas rights owned by us.
However, no assurance can be given that title defects do not exist. If a title defect does exist, it is possible that we may lose all or a portion of
the properties to which the title defect relates. Our actual interest in certain properties may therefore vary from our records.

We have discovered material weaknesses in our internal accounting controls and our inability to correct these weaknesses could reduce
confidence in our financial statements.

      For the three fiscal years ended January 31, 2010 and the six fiscal months ended July 31, 2010, our management identified a material
weakness related to our period-end financial reporting process. Specifically, we did not have sufficient personnel in our accounting and
financial reporting functions, and as a result, we were not able to achieve adequate segregation of duties and were not able to provide adequate
reviews of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material
misstatements of the financial statements will not be prevented or detected on a timely basis. Management will continue to monitor and
evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and
is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. As part of
this commitment, we will continue to assess our current personnel resources. As our activity levels increase, we will look to increase our
personnel resources to increase segregation of duties. When funds are available to us and as operations increase, we plan to hire additional
knowledgeable personnel to further support our current accounting personnel, which management estimates could cost approximately $100,000
per annum.

      Although our management and audit committee intend for the new policies and procedures to provide sufficient assurance of future
compliance, we are unable to determine at this time whether the new policies and procedures will be fully effective in correcting these
weaknesses. Despite this, a control system, no matter how well conceived and operated, can provide only reasonable assurance that the
objectives of the control system are met. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect
that our disclosure controls and procedures or internal accounting controls will prevent all errors and fraud, even after instituting the changes
described above. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all
control issues have been detected and further misstatements due to error or fraud may occur and not be detected.

We are subject to the requirements of Section 404(a) of the Sarbanes-Oxley Act. If we are unable to timely comply with Section 404(a) or if
the costs related to compliance are significant, our profitability, stock price, financial condition and results of operations could be
materially adversely affected.

      We are required to comply with the provisions of Section 404(a) of the Sarbanes-Oxley Act of 2002. Section 404(a) requires that we
document and test our internal controls over financial reporting and issue management’s assessment of our internal controls over financial
reporting.

      We believe that the out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and operational
changes caused by the need to comply with the requirements of Section 404(a) of the Sarbanes-Oxley Act could be significant. If the time and
costs associated with such compliance exceed our current expectations, our profitability, stock price, financial condition and results of
operations could be materially adversely affected.

      We cannot be certain at this time that we will identify any additional material weaknesses in our internal controls over financial reporting.
If we fail to comply with the requirements of Section 404(a) or if we identify and report any additional material weaknesses, the accuracy and
timeliness of the filing of our annual and

                                                                         19
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quarterly reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which
could have a negative effect on the trading price of our common stock. In addition, material weaknesses in the effectiveness of our internal
controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing
and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business,
financial condition and results of operations.

Our Canadian operations subject us to currency exchange rate risk, which could cause our financial condition and results of operations to
fluctuate significantly from period to period.

      A portion of our revenues are derived from our Canadian activities and operations. As a result, we translate the financial condition and
results of operations of our Canadian operations into U.S. dollars. Therefore, our reported financial condition and results of operations are
subject to changes in the exchange relationship between the two currencies. For example, as the relationship of the Canadian dollar strengthens
against the U.S. dollar, our revenue denominated in Canadian dollars is favorably affected and conversely our expenses denominated in
Canadian dollars are unfavorably affected. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at
rates of exchange in effect at the balance sheet date and gains and losses are recorded in earnings. Non-monetary assets, liabilities and items
recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the
transaction. Our foreign currency transactions are primarily undertaken in Canadian dollars. We have not, to the date of the consolidated
financial statements included in this prospectus, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Risks Relating to our Common Stock
The market price for our common stock may be highly volatile.

      The market price for our common stock may be highly volatile and could be subject to wide fluctuations. Some of the factors that could
negatively affect such share price include:
        •    actual or anticipated fluctuations in our quarterly results of operations;
        •    liquidity;
        •    sales of common stock by our stockholders;
        •    changes in oil and natural gas prices;
        •    changes in our cash flow from operations or earnings estimates;
        •    publication of research reports about us or the oil and natural gas exploration and production industry generally;
        •    increases in market interest rates which may increase our cost of capital;
        •    changes in applicable laws or regulations, court rulings and enforcement and legal actions;
        •    changes in market valuations of similar companies;
        •    adverse market reaction to any indebtedness we incur in the future;
        •    additions or departures of key management personnel;
        •    actions by our stockholders;
        •    commencement of or involvement in litigation;
        •    news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in
             our industry;

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        •    speculation in the press or investment community regarding our business;
        •    inability to list our common stock on a national securities exchange;
        •    general market and economic conditions; and
        •    domestic and international economic, legal and regulatory factors unrelated to our performance.

      Financial markets have recently experienced significant price and volume fluctuations that have affected the market prices of equity
securities of companies and that have, in many cases, been unrelated to the operating performance, underlying asset values or prospects of such
companies. Accordingly, the market price of our common stock may decline even if our results of operations, underlying asset values or
prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to
be other than temporary.

Limited trading volume in our common stock may contribute to price volatility.

      As a relatively small company with a limited market capitalization, even if our shares are more widely disseminated, we are uncertain as
to whether a more active trading market in our common stock will develop. As a result, relatively small trades may have a significant impact on
the price of our common stock. In addition, because of the limited trading volume in our common stock and the price volatility of our common
stock, you may be unable to sell your shares of common stock when you desire or at the price you desire. The inability to sell your shares in a
declining market because of such illiquidity or at a price you desire may substantially increase your risk of loss.

Purchasers of common stock in this offering will experience immediate and substantial dilution of $1.36 per share.

      Based on an assumed offering price of $5.40 per share (the last reported sale price of our common stock on October 22, 2010 after giving
effect to the reverse stock split), purchasers of our common stock in this offering will experience immediate and substantial dilution of $1.36
per share in the pro forma as adjusted net tangible book value per share of our common stock from the offering price, and our pro forma as
adjusted net tangible book value as of July 31, 2010 after giving effect to this offering would be $4.04 per share. See ―Dilution‖ elsewhere in
this prospectus.

We have broad discretion in the use of our net proceeds from this offering and may not use them effectively.

     Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in
ways that do not improve our results of operations or enhance the value of our common stock. Our stockholders may not agree with our
management’s choices in allocating and spending the net proceeds. These choices could result in additional financial losses that could have a
material adverse effect on our business and cause the price of our common stock to decline. See ―Use of Proceeds‖ elsewhere in this
prospectus.

In the past, we have not paid dividends on our common stock and do not anticipate paying dividends on our common stock in the
foreseeable future.

      In the past, we have not paid dividends on our common stock and do not expect to declare or pay any cash or other dividends in the
foreseeable future on our common stock, as we intend to use cash flow generated by operations to develop our business. Any future
determination to pay cash dividends will be at the discretion of our Board and will be dependent upon our financial condition, results of
operations, capital requirements and such other factors as our Board deems relevant.

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Although we have received conditional approval to list our common stock on AMEX concurrently with the issuance of shares pursuant to
this offering, our common stock is currently subject to the “penny stock” rules of the Securities and Exchange Commission and the trading
market in our securities is limited, which makes transactions in our common stock cumbersome and may reduce the value of an investment
in our common stock.

      As the reverse stock split and listing on AMEX have not yet been effected, our common stock is currently subject to the ―penny stock‖
rules of the U.S. Securities and Exchange Commission, or the SEC. The SEC has adopted Rule 3a51-1 which establishes the definition of a
―penny stock,‖ for the purposes relevant to us, as any equity security that is not (i) priced at $5.00 or more per share, as determined pursuant to
Rule 3a51-1(d)(i) or (ii) registered, or approved for registration upon notice of issuance, on a national securities exchange, or listed, or
approved for listing upon notice of issuance on, an automated quotation system sponsored by a registered national securities association. For
any transaction involving a penny stock, unless exempt, Rule 15g-9 of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
requires:
        •    that a broker or dealer approve a person’s account for transactions in penny stocks; and
        •    the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the
             penny stock to be purchased.

      In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
        •    obtain from that person information concerning the person’s financial situation, investment experience and investment objectives;
             and
        •    make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient
             knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

     The broker or dealer must also deliver, prior to any transaction in a penny stock, a written statement prescribed by the SEC relating to the
penny stock market, which, in highlight form:
        •    sets forth the basis on which the broker or dealer made the suitability determination regarding the investor; and
        •    attests that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

      Disclosure also should be made about the risks of investing in penny stocks in both public offerings and in secondary trading, about the
commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and
remedies made available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements should be sent disclosing
recent price information for the penny stock held in the account and information on the limited market in penny stocks. Generally, brokers may
be less willing to execute transactions in securities subject to the ―penny stock‖ rules. This may make it more difficult for investors to dispose
of our common stock and cause a decline in the market value of our common stock.

There is no guarantee that our shares will be listed on AMEX.

      We have received conditional approval for the listing of our common stock on AMEX. Prior to the closing of this offering, and subject to
the reverse stock split and final approval of AMEX, we believe that we will satisfy the listing requirements and expect that our common stock
will be listed on AMEX. Such listing, however, is not guaranteed. If the application is not approved, the shares of our common stock will
continue to be traded on the OTC Bulletin Board and the TSX Venture Exchange. Even if such listing is approved, we cannot assure you any
broker will be interested in trading shares of our common stock. Further, if we do not meet AMEX continued listing requirements, our common
stock could be delisted. Therefore, it may be difficult to sell your shares of

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Index to Financial Statements

common stock if you desire or need to sell them. Our underwriters are not obligated to make a market in our securities, and even after making a
market, can discontinue market making at any time without notice. Neither we nor the underwriters can provide any assurance that an active
and liquid trading market in our securities will develop or, if developed, that the market will continue.

If we fail to remain current in our reporting requirements, we could be removed from the OTC Bulletin Board and/or the TSX Venture
Exchange which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the
secondary market.

       If the AMEX listing application is not approved, the shares of our common stock will continue to be traded on the OTC Bulletin Board
and the TSX Venture Exchange. Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers and must be current in
their reports under under the Exchange Act, in order to maintain price quotation privileges on the OTC Bulletin Board. We are also listed on
the TSX Venture Exchange. In order to remain listed on the TSX Venture Exchange, we must remain a reporting issuer in good standing in
each jurisdiction in which we are a reporting issuer. We are a reporting issuer in each of British Columbia, Alberta and Ontario and have
continuous disclosure obligations under securities laws and regulations in those jurisdictions (arising primarily under National Instrument
51-102— Continuous Disclosure Obligations ). If we fail to remain current on our reporting requirements, we could be removed from the OTC
Bulletin Board and/or the TSX Venture Exchange. As a result, the market liquidity for our securities could be severely adversely affected by
limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

The liquidity of our common stock and market capitalization could be adversely affected by the reverse stock split.

      Our stockholders have approved the reverse stock split so that we can meet the minimum share price requirement of AMEX. If
consummated by our Board, the reverse stock split may be viewed negatively by the market and, consequently, can lead to a decrease in our
price per share and overall market capitalization. If the per share market price does not increase proportionately as a result of the reverse split,
then our value as measured by our market capitalization will be reduced, perhaps significantly.

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                                        CAUTIONARY NOTE TO UNITED STATES INVESTORS

      In addition to the requirements of the SEC, we are subject to the Canadian requirements in respect of reserve and resource estimates
included in this prospectus provided for in National Instrument 51-101— Standards of Disclosure for Oil and Gas Activities , or the NI 51-101.
As of the date of this prospectus, we do not have any reserves, including proved reserves, as defined under NI 51-101. NI 51-101 is a rule
developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and
technical information concerning oil and natural gas activities.

      Canadian standards, including NI 51-101, differ significantly from the requirements of the SEC, and any reserve and resource information
reported by us in compliance with Canadian standards, whether contained in this prospectus or included in our other securities law filings, may
not be comparable to similar information disclosed by U.S. companies. In particular, the term ―resource‖ does not equate to the term
―reserves.‖ New SEC rules went into effect for fiscal years ending on or after December 31, 2009. These new rules are effective for fiscal years
ending on or after December 31, 2009, and require SEC reporting companies to prepare their reserves estimates using revised reserve
definitions and revised pricing based on 12-month unweighted first-day-of-the-month average pricing. The previous SEC rules required that
reserve estimates be calculated using year-end pricing. Another impact of the new SEC rules is a general requirement that, subject to limited
exceptions, proved undeveloped reserves may only be booked if they relate to wells scheduled to be drilled within five years of the date of
booking. The SEC’s previous disclosure standards normally did not permit the inclusion of information concerning ―probable reserves,‖
―possible reserves‖ or ―resources‖ or other descriptions of the amount of oil and natural gas deposits that do not constitute ―proved reserves‖ by
U.S. standards in documents filed with the SEC. The new SEC disclosure standards permit companies to disclose their ―probable‖ and
―possible‖ reserves on a voluntary basis. U.S. investors should also understand that ―resources‖ have a great amount of uncertainty as to their
existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of a ―resource‖ will ever be
upgraded to a higher category. Investors are cautioned not to assume that all or any part of a ―resource‖ exists or is economically or legally
recoverable. The Canadian standards for identification of ―proved reserves‖ are also not the same as those of the SEC, and proved reserves that
may be reported in the future by us in compliance with Canadian standards may not qualify as ―proved reserves‖ under SEC standards.
Accordingly, any information concerning oil and natural gas reserves and resources set forth herein that has been prepared in compliance with
Canadian standards may not be comparable with information made public by companies that report in accordance with SEC requirements.

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                                  CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus includes a number of forward-looking statements that reflect the current views of our management with respect to future
events and financial performance. You can identify these statements by forward-looking words such as ―may,‖ ―will,‖ ―expect,‖ ―anticipate,‖
―believe,‖ ―estimate‖ and ―continue‖ or similar words. All such statements, other than statements of historical fact, are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21B of the
Exchange Act. Those statements include statements regarding our and members of our management team’s intent, belief or current
expectations as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those
contemplated by such forward-looking statements.

      Readers are urged to carefully review and consider the various disclosures made by us in this prospectus and in our other reports we filed
with the SEC. This prospectus should be read in conjunction with the sections herein entitled ―Management’s Discussion and Analysis of
Financial Condition and Results of Operations‖ and our historical consolidated financial statements and notes related thereto. Important factors
currently known to our management could cause actual results to differ materially from those in forward-looking statements. We undertake no
obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in
the future operating results over time. We believe that these assumptions are based upon reasonable data derived from and known about our
business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially
from these assumptions. Factors that could cause differences include, but are not limited to, the following:
        •    history of losses;
        •    uncertainty of drilling results;
        •    termination of agreements with our partners;
        •    our relationship with our partners;
        •    inability to acquire additional leasehold interests or other oil and natural gas properties;
        •    inability to manage growth in our business;
        •    inability to control properties we do not operate;
        •    inability to protect against certain liabilities associated with our properties;
        •    lack of diversification;
        •    substantial capital requirements and limited access to additional capital;
        •    competition in the oil and natural gas industry;
        •    global financial conditions;
        •    oil and natural gas realized prices;
        •    seasonal weather conditions;
        •    marketing and distribution of oil and natural gas;
        •    the influence of our significant stockholders;
        •    government regulation of the oil and natural gas industry;
        •    potential regulation affecting hydraulic fracturing;
        •    environmental regulations, including climate change regulations;
        •    uninsured or underinsured risks;

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        •    aboriginal claims relating to our Canadian properties;
        •    defects in title to our oil and natural gas interests;
        •    material weaknesses in our internal accounting controls; and
        •    foreign currency exchange risks.

      Furthermore, the forward-looking statements contained in this prospectus are made as of the date hereof, and we undertake no obligation,
except as required by applicable securities legislation, to update publicly or to revise any of the included forward-looking statements, whether
as a result of new information, future events or otherwise. The forward-looking statements contained herein are expressly qualified by this
cautionary note.

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                                                            USE OF PROCEEDS

       The estimated net proceeds to be received by us from this offering are expected to be approximately $44 million after deducting
underwriting discounts and commissions and estimated offering expenses. We intend to use the net proceeds from this offering to fund our
drilling and development expenditures, leasehold acquisitions, including the Williston Purchase, and general corporate purposes, including
working capital.

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                                                               CAPITALIZATION

      The following table presents a summary of our cash and cash equivalents and capitalization as of July 31, 2010:
        •     on an actual basis;
        •     on a pro forma basis giving effect to (i) issuance of 204,419 shares of common stock (after giving effect to the reverse stock split)
              in connection with a private placement completed on August 6, 2010, or the August Private Placement, (ii) the reverse stock split,
              (iii) the amendment to the articles of incorporation reducing the number of authorized shares to 70,000,000 and (iv) the payment of
              approximately $2.2 million in cash and the issuance of up to 433,500 shares of common stock (after giving effect to the reverse
              stock split) in connection with the Williston Purchase; and
        •     on a pro forma as adjusted basis, giving further effect to the sale of 9,000,000 shares of common stock in this offering at an
              assumed public offering price of $5.40 per share (the last reported sale price of our common stock on October 22, 2010 after giving
              effect to the reverse stock split), after deducting underwriting discounts and commissions and estimated offering expenses, and the
              application of the net proceeds of this offering as described in ―Use of Proceeds.‖

     You should read the following table in conjunction with ―Management’s Discussion and Analysis of Financial Condition and Results of
Operation‖ and our historical consolidated financial statements and the related notes thereto included in this prospectus.

                                                                                                    As of July 31, 2010
                                                                                                        (unaudited)
                                                                                                                                  Pro Forma
                                                                                Actual                  Pro Forma                 As Adjusted
Cash and cash equivalents                                                  $      2,050,357         $           718,857       $     44,718,857

Stockholders’ equity
    Common stock ((i) Actual: 150,000,000 shares authorized, par
      value $0.00001; 99,011,648 shares issued; (ii) Pro forma:
      70,000,000 shares authorized, par value $0.00001;
      10,539,084 shares issued; (iii) Pro forma as adjusted:
      70,000,000 shares authorized, par value $0.00001;
      19,539,084 shares issued)                                            $            990         $              105        $            195
    Additional paid-in capital                                                   95,370,116                 98,547,901             142,547,811
    Deficit                                                                     (64,469,788 )             (64,469,788)             (64,469,788 )
            Total stockholders’ equity                                     $     30,901,318         $       34,078,218        $     78,078,218
                 Total capitalization                                      $     32,445,512         $       35,632,412        $     79,632,412


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                                                                       DILUTION

      As of July 31, 2010, we had a net tangible book value of $30,901,318, or $3.12 per share (after giving effect to the reverse stock split).
Net tangible book value represents our total tangible assets, less all liabilities, divided by the number of shares of our outstanding common
stock. Without taking into account any changes in such net tangible book value after July 31, 2010, other than to give effect to our sale of
9,000,000 shares of common stock offered hereby (based on an assumed offering price of $5.40, the last reported sale price of our common
stock on October 22, 2010 after giving effect to the reverse stock split), the pro forma net tangible book value per share at July 31, 2010 would
have been $4.04. This amount represents an immediate increase in net tangible book value of $0.92 per share to our current stockholders and an
immediate decrease in net tangible book value of $1.36 per share to new investors purchasing shares in this offering, as illustrated in the
following table:

Assumed offering price per share                                                                                                               $ 5.40
    Net tangible book value per share as of July 31, 2010                                                                    $ 3.12
    Increase per share attributable to this offering                                                                           0.92
As adjusted net tangible book value per share after this offering                                                                                  4.04
Net tangible book value dilution per share to new investors in this offering                                                                   $ 1.36

      A $1.00 increase (decrease) in the assumed offering price of $5.40 per share would increase (decrease) our as adjusted pro forma net
tangible book value by $8.4 million, the as adjusted pro forma net tangible book value per share after the offering by $0.45 per share and the
dilution per share to the new investors purchasing our shares in this offering by $(0.45) per share, assuming that the number of shares offered
by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and
commissions and estimated offering expenses payable by us.

     If the underwriters’ over-allotment option is exercised in full, the net tangible book value per share after giving effect to the offering
would be $4.10 and the dilution in net tangible book value per share to new investors would be $1.30.

      The following table summarizes, as of July 31, 2010, the difference between the number of shares purchased from us, the total cash
consideration paid and the average cash price per share paid by our existing stockholders and to be paid by new investors purchasing shares in
this offering, before deducting underwriting discounts and commissions and estimated offering expenses:

                                                                                                                                     Average Price per
                                                    Shares Purchased                         Total Consideration                          Share
                                                Number                 Percent            Amount                   Percent

Existing stockholders                             9,901,165               52.4 %    $      95,371,106                 66.2 %     $                 9.63
New investors                                     9,000,000               47.6             48,600,000                 33.8       $                 5.40
     Total                                       18,901,165              100.0 %    $    143,971,106                 100.0 %

      A $1.00 increase (decrease) in the assumed offering price of $5.40 per share would increase (decrease) total consideration by new
investors by $9.0 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same
and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

                                                                          29
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                                MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information
     Our common stock is currently quoted on the OTC Bulletin Board under the symbol ―TPLM‖ and the TSX Venture Exchange under the
symbol ―TPE.‖ In order to meet the requirements of the TSX Venture Exchange with respect to the reverse stock split, our common stock will
be quoted under a new symbol after the reverse stock split.

      For the periods indicated, the following table sets forth the high and low bid prices per share of common stock on the OTC Bulletin
Board, both on an actual basis and after giving effect to the reverse stock split. Our fiscal year-end is January 31. The periods described below
as Fiscal Year 2009, 2010 and 2011 are for the fiscal years ended January 31, 2009, 2010 and 2011, respectively. These prices represent
inter-dealer quotations without retail markup, markdown or commission and may not necessarily represent actual transactions.

                                                                                                             TPLM – Fiscal Year 2009
                                                                                                                                  Giving Effect to the
                                                                                                                                       Reverse
                                                                                              Actual Historical                       Stock Split
                                                                                            High              Low                High                Low
February 1, 2008 to April 30, 2008                                                      $    1.63             $    0.72      $ 16.30             $   7.20
May 1, 2008 to July 31, 2008                                                            $    2.40             $    0.85      $ 24.00             $   8.50
August 1, 2008 to October 31, 2008                                                      $    1.08             $    0.09      $ 10.80             $   0.90
November 1, 2008 to January 31, 2009                                                    $    0.35             $    0.15      $ 3.50              $   1.50

                                                                                                          TPLM – Fiscal Year 2010
                                                                                                                                Giving Effect to the
                                                                                                                                      Reverse
                                                                                          Actual Historical                         Stock Split
                                                                                       High                 Low               High                 Low
February 1, 2009 to April 30, 2009                                                 $    0.25              $       0.11       $    2.50           $   1.10
May 1, 2009 to July 31, 2009                                                       $    0.21              $       0.15       $    2.10           $   1.50
August 1, 2009 to October 31, 2009                                                 $    0.18              $       0.07       $    1.80           $   0.70
November 1, 2009 to January 31, 2010                                               $    0.40              $       0.08       $    4.00           $   0.80

                                                                                                          TPLM – Fiscal Year 2011
                                                                                                                                Giving Effect to the
                                                                                                                                      Reverse
                                                                                          Actual Historical                         Stock Split
                                                                                       High                 Low               High                 Low
February 1, 2010 to April 30, 2010                                                 $ 0.92                 $ 0.09             $    9.20           $ 0.90
May 1, 2010 to July 31, 2010                                                       $ 0.80                 $ 0.40             $    8.00           $ 4.00
August 1, 2010 to October 22, 2010                                                 $ 0.60                 $ 0.45             $    6.00           $ 4.50

     On October 22, 2010, after giving effect to the reverse stock split, the last reported sale price of our common stock on the OTC Bulletin
Board was $5.40 per share, and we had 10,105,584 shares of common stock outstanding.

Holders of Record
      As of October 22, 2010, there were approximately 43 holders of record of shares of our common stock.

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Securities Authorized For Issuance Under Equity Compensation Plans
      The following table sets forth certain information about our common stock that may be issued upon the exercise of options under our
equity compensation plans as of January 31, 2010, after giving effect to the reverse stock split.

                                                                                                                               Number of Shares
                                                                                                                                  Remaining
                                                                                                       Weighted-                 Available for
                                                                         Number of Shares              Average                  Future Issuance
                                                                           to be Issued                Exercise                  Under Equity
                                                                         Upon Exercise of               Price of                 Compensation
                                                                           Outstanding                Outstanding              Plans (Excluding
                                                                             Options,                  Options,                 Shares Reflected
                                                                          Warrants and                Warrants and                in the First
Plan Category                                                                 Rights                    Rights                     Column)
Equity compensation plans approved by stockholders(1)                            570,000             $        5.20                      129,260
Equity compensation plans not approved by stockholders                               —                         —                            —
      Total                                                                      570,000             $        5.20                      129,260



(1)   Effective August 5, 2005, we approved the 2005 Incentive Stock Plan, or the 2005 Plan, to issue up to 2,000,000 shares of common
      stock. Effective August 17, 2007, we approved the 2007 Incentive Stock Plan, or the 2007 Plan, to issue up to 2,000,000 shares of
      common stock. The 2005 Plan and 2007 Plan allow for the granting of stock options at a price of not less than fair value of the stock and
      for a term not to exceed five years. Since January 31, 2009, there have been no outstanding stock options pursuant to the 2005 Plan and
      2007 Plan.
      Effective January 28, 2009, our Board approved the Stock Option Plan, or the Rolling Plan, whereby the number of authorized but
      unissued shares of our common stock that may be issued upon the exercise of stock options granted under the Rolling Plan at any time,
      plus the number of shares of our common stock reserved for issuance under the outstanding 2005 Plan and 2007 Plan, shall not exceed
      10% of the issued and outstanding shares of our common stock on a non-diluted basis at any time, and such aggregate number of shares
      of our common stock shall automatically increase or decrease as the number of issued and outstanding shares of common stock change.
      Pursuant to the Rolling Plan, stock options become exercisable as to one-third on each of the first, second and third anniversaries of the
      date of the grant. The Rolling Plan also allows for the granting of stock options at a price of not less than fair value of the common shares
      and for a term not to exceed ten years.

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                                                            DIVIDEND POLICY

     We have not and do not anticipate paying any cash dividends to stockholders in the foreseeable future as we intend to use cash flow
generated by operations to develop our business. Any future determination to pay cash dividends will be at the discretion of our Board and will
be dependent upon our financial condition, results of operations, capital requirements and such other factors as our Board deems relevant.

                                                                      32
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Index to Financial Statements


                                               SELECTED HISTORICAL FINANCIAL DATA

      The following table summarizes the historical consolidated financial data as of the dates and for the periods as indicated. The
consolidated income statement and other consolidated financial data for each of the fiscal years in the three years ended January 31, 2010, and
the balance sheet data as of each of such periods, have been derived from our consolidated financial statements, which have been audited by the
independent registered public accounting firm. The consolidated income statement and other consolidated financial data for the fiscal six
months ended July 31, 2009 and July 31, 2010 and the consolidated balance sheet data as of July 31, 2009 and July 31, 2010 have been derived
from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim consolidated
financial statements have been prepared on a basis consistent with the audited consolidated financial statements and, in the opinion of our
management, include all adjustments (including normal recurring accruals) necessary for a fair presentation of such data. Our results for the
interim period are not necessarily indicative of results for a full year. Our historical consolidated financial data should be read in conjunction
with our historical consolidated financial statements and the accompanying notes and ―Management’s Discussion and Analysis of Financial
Condition and Results of Operations‖ included elsewhere in this prospectus.

                                                              As of January 31,                                        As of July 31,
                                               2008                   2009                 2010                2009                      2010
                                                                                                                        (unaudited)
INCOME STATEMENT
Revenue, net of royalties               $         586,804      $         386,892     $       131,245      $        63,087        $          41,722
Operating Expenses
    Oil and gas production              $         304,537      $         125,777     $        95,852      $        52,576        $         13,495
    Depletion and accretion                       441,881                200,050             188,788               91,477                 131,795
    Depreciation—property and
       equipment                                   40,429                 39,448              26,198              11,674                    13,864
    General and administrative                  5,800,116              4,045,906           3,987,012           1,675,148                 1,655,125
    Foreign exchange (gain) loss                  317,656              2,682,873            (753,950 )          (707,654 )                 (30,141 )
    Gain on sale of assets                            —                 (126,314 )        (1,266,294 )          (124,621 )                (976,900 )
    Ceiling test write-down on oil
       and natural gas properties       $     19,598,916       $       8,308,229     $             —      $            —         $              —
Total Operating Expenses                $     26,503,535       $     15,275,969      $     2,277,606      $      998,600         $        807,238
Total Other Income (Expense)            $      (3,684,016 )    $       1,118,592     $            6,260   $           6,213      $              373
Net Income (Loss) for the Period        $     (29,600,747 )    $    (13,770,485 )    $    (2,140,101 )    $     (929,300 )       $        (765,516 )

STATEMENT OF CASH FLOWS
Net Cash Used in Operating Activities $        (4,246,258 )    $      (3,898,095 )   $    (2,099,940 )    $     (890,162 )       $      (1,640,608 )
Net Cash Used in Investing Activities $       (22,279,141 )    $      (1,190,231 )   $    (2,192,365 )    $    (2,712,803 )      $      (9,898,918 )
Net Cash Provided by Financing
  Activities                            $     25,308,006       $     12,002,541      $             —      $            —         $       8,699,426
BALANCE SHEET
(at period end):
Total Assets                            $     32,579,190       $     26,770,450      $   24,357,692       $   24,349,884         $      32,445,512
Total Liabilities                       $     22,520,504       $      2,941,480      $    1,874,462       $    1,179,751         $       1,544,194
Total Stockholders’ Equity              $     10,058,686       $     23,828,970      $   22,483,230       $   23,170,133         $      30,901,318

                                                                        33
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                                MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                                                AND RESULTS OF OPERATIONS

      This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking
statements that reflect our management’s current views with respect to future events and financial performance. You can identify these
statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue” or similar words.
Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as
the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by
such forward-looking statements.

      Readers are urged to carefully review and consider the various disclosures made by us in this prospectus and in our other filings with the
SEC. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction
with our consolidated financial statements and notes related thereto included in this prospectus. Important factors currently known to
management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating
results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and
operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our
assumptions. Factors that could cause differences include, but are not limited to, expected market demand for oil and natural gas, fluctuations
in pricing for material and competition.

Overview
      We are an oil and natural gas exploration and development company currently focused on the acquisition and development of
unconventional shale oil resources. In late 2009, we adopted a new investment strategy shifting our area of focus from the Maritimes Basin in
the Province of Nova Scotia to the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. In
furtherance of our new strategy, to date, we have acquired, or committed to acquire, approximately 13,000 net acres primarily in McKenzie and
Williams Counties of North Dakota. Having identified an area of focus in the Bakken Shale that we believe will generate attractive returns on
invested capital, we are continuing to explore further opportunities in the region with a goal of reaching 30,000 net acres by the end of 2011.

      In the Maritimes Basin, we hold over 400,000 net acres with numerous conventional and unconventional prospective reservoirs, including
the Windsor and Horton Shales. As a result of the processing and interpretation of our proprietary 2D seismic data, we have identified a
conventional exploration opportunity that we believe could hold significant natural gas reserves. We are currently marketing the prospect to
industry partners as a farm-out opportunity and propose to enter into an agreement whereby we would maintain a working interest position and
potential partners would agree to cover 100% of the capital costs of an initial exploration well.

Plan of Operations
   Williston Basin
      We have operated and non-operated leasehold positions in the Williston Basin. The operations of our non-operated leasehold positions
are conducted primarily through agreements with Slawson and Kodiak. Both companies are experienced operators in the development of the
Bakken Shale and Three Forks formations. As of October 22, 2010, we have acquired, or committed to acquire, an aggregate of approximately
13,000 net acres in the Williston Basin in North Dakota. We are seeking to acquire new operated and non-operated acreage within these
formations with additional experienced operators. In 2011, we also plan to drill our first operated well on the acreage that we expect to acquire
as part of the Williston Purchase. In addition, we have successfully recruited a new land staff and brokerage and title team, which in the past
month has successfully acquired over 1,200 net acres, including approximately 700 net acres in the same township as the Williston Purchase.

                                                                       34
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      The Slawson Agreement is confined to an agreed upon AMI within the Rough Rider area of McKenzie and Williams Counties in North
Dakota. We have acquired approximately 6,000 net acres to date under the Slawson Agreement and have identified numerous drilling locations.
We will spud our first well in October 2010 and plan to continue to drill additional wells through the end of and 2011. Under the terms of the
Slawson Agreement, we pay 33% of the gross well costs and between a 20% and 60% premium of our pro rata share of leasehold acquisition
costs to earn a 30% working interest in all wells drilled within the AMI through January 15, 2012. We believe the terms of the Slawson
Agreement are consistent with industry practice and will result in net costs to us that are substantially lower than we could achieve during the
early phase of our development.

       In May 2010, we entered into an agreement with Kodiak pursuant to which we have the opportunity to acquire approximately 2,600 net
acres in the Grizzly Project. Under the terms of the agreement, we agreed to pay $3.2 million to Kodiak in the form of future drilling carry for a
30% working interest in the Grizzly Project area. After the $3.2 million has been expended, we will have earned our 2,600 net acres, with all
future wells to be drilled according to our working interest position. As described below, we have drilled three gross wells in the Grizzly
Project, two of which are awaiting completion and one of which has been production tested and is being prepared for production. We anticipate
drilling one additional well by fiscal year-end.

      Using industry-accepted well-spacing parameters and a combination of short and long laterals, we believe that there could be over 100
unrisked drilling locations for the Bakken Shale and Three Forks formations on our acreage in the Williston Basin. Based on current industry
expectations, we believe we can drill up to eight 9,500 foot lateral wells on 1,280 acre spacing units within our acreage. Consistent with leading
field operators, we plan to perform multi-stage fracs with 25 to 30 stages on each lateral well. We also plan to drill shorter laterals on smaller
units as dictated by our leasehold position.

     In May 2010, we announced our plans to participate in the Roedeske Federal #12-21H well in McKenzie County with an approximate
15% working interest. The 9,000 foot lateral well was drilled on a 1,280 acre spacing unit and is awaiting completion with a 22-stage frac job.
The well is operated by XTO Energy Inc.

      In June 2010, we commenced a two well drilling program in the Grizzly Project with Kodiak as operator. The first well, the Grizzly
#13-6H, is a 4,000 foot lateral re-entry of an existing wellbore. The estimated gross costs are $3.2 million and we have an approximate 26%
working interest in this well. We anticipate that this well will be completed in late October 2010. The second well, the Grizzly #1-27H, is a
9,000 foot lateral well was being drilled on a 1,280 acre spacing unit. This well experienced mechanical difficulties during completion resulting
in only 10 of 24 initially planned stages being completed, reducing the estimated cost of the well. The well produced 507 Boe during its initial
24 hour test and is currently being prepared for production. The gross estimated costs are $5.7 million and we have an approximate 26%
working interest in this well.

     We recently announced that Slawson will spud the first well of its joint venture with us on approximately October 30, 2010, the Bonanza
#1-21-16H, located in the Rough Rider area in McKenzie County. We currently anticipate that Slawson will drill an additional nine wells in the
Rough Rider area during the remainder of 2010 and 2011.

      On October 5, 2010, we entered into a purchase and sale agreement with Williston Exploration LLC to acquire approximately 1,732 net
acres in Williams County, North Dakota. These undeveloped acres are in contiguous blocks in three separate 1,280 acre drilling units and will
provide our first operated drilling locations. The addition of this acreage will give us an opportunity to operate on a large portion of the acreage
and we plan to drill up to two wells that we will operate by the end of 2011. The aggregate purchase price consists of up to approximately $2.2
million in cash and up to 433,500 shares of our common stock (after giving effect to the reverse stock split). We expect to close on a portion of
the acres in December 2010 and on the remainder in February 2011.

      On October 22, we entered into the Oppenheimer Agreement with OGR. Under the Oppenheimer Agreement, OGR has made a $25
million capital commitment to co-invest with us in our future acquisition and development of assets in the Williston Basin. $10 million of
OGR’s initial capital, which OGR has the right to increase up to $19 million, is allocated for leasehold acquisition with the remainder available
for

                                                                         35
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Index to Financial Statements

well development. Further, OGR has the right to participate in up to 25% of our future activity in the Williston Basin. OGR will pay its share of
leasehold costs in all leases in which it participates, plus a premium to us equal to an additional percentage of lease acquisition costs which is
designed to remunerate us for our services in sourcing and managing the acreage activity in the Williston Basin. The acreage premium varies
depending upon the level of lease acquisition costs. OGR will also bear 25% of all of our brokerage costs in the region. In addition, OGR will
pay its proportional share of all drilling and completion costs, plus a 10% premium thereof to us for our services associated with well
development. We will also earn an annual management fee as general and administrative expense reimbursement. Our current leasehold
position, including the Grizzly Project, and any future leasehold acquisition pursuant to the Slawson Agreement, is excluded from the
Oppenheimer Agreement.

      Beginning in the fourth quarter of 2010, we believe we will participate in the drilling of up to 20 gross (5.3 net) wells by the end of 2011.
We anticipate participating in two gross (1.25 net) wells in the acreage being acquired from Williston Exploration LLC, 10 gross (2.0 net) wells
on our Slawson AMI, two to four gross (0.7 to 1.40 net) wells in the Grizzly Project and up to four gross (0.6 net) wells in our other
non-operated areas. With an average drilling and completion cost of $7.0 million per well, we have budgeted a range of anticipated drilling
capital costs of $30 to $40 million over this period.

   Maritimes Basin
      We have an 87% working interest in approximately 474,625 gross acres (approximately 412,924 net acres) in the Windsor Sub-Basin of
the Maritimes Basin located in the Windsor Block. In October 2009, we completed an approximately 30-square kilometer 2D seismic shoot on
the Windsor Block and completed processing and interpreting the data in the fiscal quarter ending January 31, 2010. We believe that this
seismic program, combined with the completion operations on three previously drilled vertical exploration wells, satisfied the first-year
requirements of our 10-year production lease. See ―Business—Operations and Oil and Natural Gas Properties—Maritimes Basin‖ for a
description of the terms of the lease. We have completed our interpretation of the seismic data on the Windsor Block and we are currently
seeking partners to participate in the drilling of the test well and to participate in a joint venture to further evaluate the potential of the Windsor
Block.

   Non-Core Producing Properties
     Our producing well in the Alberta Deep Basin of Canada was sold in May 2010 along with the associated undeveloped acreage for
$977,000 in cash. We also have production from three low working interest shale natural gas wells in the Barnett Shale trend of the Fort Worth
Basin of Texas, although we consider the production volumes to be immaterial.

   Non-Core Undeveloped Properties
      We have 4,175 non-operated net acres in the Rocky Mountains and 2,640 net acres in the Alberta Deep Basin of Canada. In fiscal 2010,
there was no exploration activity on these undeveloped land positions and there continues to be no exploration activity planned for these
projects in fiscal 2011.

Results of Operation
   Three and Six Months Ended July 31, 2010 Compared to the Three and Six Months Ended July 31, 2009
   Daily Sales Volumes, Working Interest Before Royalties

                                                    Three months             Three months              Six months               Six months
                                                    ended July 31,           ended July 31,           ended July 31,           ended July 31,
                                                        2010                     2009                     2010                     2009
      Barnett Shale in Texas, USA
        (Mcfpd)                                                      67                       56                       57                       56
      Deep Basin in Alberta, Canada
        (Mcfpd)                                                      —                        62                       6                        66
      Total Company (Mcfpd)                                          67                   118                          63                   122

      Total Company (Boepd*)                                         11                       20                       11                       20

                                                                          36
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* Mcf converted into Boe on a basis of 6:1. Boe’s may be misleading, particularly if used in isolation. A Boe conversion ratio of 1 bbl: 6 Mcf
  is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at
  the wellhead.

   Net Operating Results

                                                       Three months               Three months               Six months             Six months
                                                       ended July 31,             ended July 31,            ended July 31,         ended July 31,
                                                           2010                       2009                      2010                   2009
      Volumes (Mcf)                                               6,159                    10,825                  11,375                 22,140
      Price ($/Mcf)                                $               3.60       $              3.19       $            5.39      $            3.43
      Revenue                                      $            22,169        $            34,584       $          61,362      $          75,984
      Royalties                                    $            13,366        $             5,401       $          19,640      $          12,897
      Revenue, net of royalties                    $              8,803       $            29,183       $          41,722      $          63,087
      Production expenses                          $              6,288       $            31,875       $          13,495      $          52,576
      Net                                          $              2,515       $            (2,692 )     $          28,227      $          10,511


      For the three and six month periods ended July 31, 2010, we realized $22,169 and $61,362, respectively, in revenue from sales of natural
gas and natural gas liquids, as compared to $34,584 and $75,984 in the same periods of the prior year. Revenue decreased mainly due to the
sale of the Wapiti property effective April 1, 2010. Royalties as a percent of revenue were 60% and 32% for the three and six month periods
ended July 31, 2010, respectively, compared with 16% and 17% in the same periods of the prior year. Royalties increased due to natural gas
cost allowance adjustments for the previous years. Production expenses related to this revenue were $6.13/Boe and $7.12/Boe for the three and
six month periods ended July 31, 2010, respectively, compared to $17.67/Boe and $14.25/Boe in the same periods of the prior year. The
decrease in the production expense rate in the three and six month period ended July 31, 2010 was mainly due to the lower maintenance costs
of wells and positive adjustments to miscellaneous operating cost from our partner operated wells.

   Depletion, Depreciation and Accretion

                                                             Three months             Three months            Six months            Six months
                                                             ended July 31,           ended July 31,         ended July 31,        ended July 31,
                                                                 2010                     2009                   2010                  2009
      Depletion—oil and natural gas properties           $              —         $            7,854    $              —       $          30,345
      Accretion                                                      67,316                   42,408               131,795                61,132
      Depletion and accretion                            $           67,316       $           50,262    $          131,795     $          91,477
      Depreciation—property and equipment                             6,791                    7,335                13,864                11,674
      Total                                              $           74,107       $           57,597    $          145,659     $         103,151


      Unproven property costs of $27,189,767 for the fiscal six months ended July 31, 2010 were excluded from costs subject to depletion at
July 31, 2010.

   General and Administrative

                                                             Three months             Three months            Six months            Six months
                                                             ended July 31,           ended July 31,         ended July 31,        ended July 31,
                                                                 2010                     2009                   2010                  2009
      Salaries, benefits and consulting fees             $         271,134        $         462,076     $          552,375     $         764,983
      Office costs                                                 154,642                  142,278                308,574               303,127
      Professional fees                                            127,640                   42,910                192,491               183,848
      Public company costs                                          66,698                   92,962                118,002               185,055
      Operating overhead recoveries                                     65                  (20,469 )                 (122 )             (32,328 )
      Total general and administrative                   $         620,179        $         719,757     $        1,171,320     $       1,404,685
37
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Index to Financial Statements


     General and administrative expenses have decreased in the three and six month periods ended July 31, 2010 compared to the same
periods of the prior year primarily due to reduced professional fees and public company costs, as follows:
        •    Salaries, benefits and consulting fees decreased by $190,942 and $212,608 in the three and six month periods, respectively, mainly
             due to reduced staff and consultants.
        •    Public company costs decreased by $26,264 and $67,053 in the three and six month periods, respectively, mainly due to reduced
             investor relation costs, including reduced investor relations consultants. Public company costs consist mainly of fees for investor
             relations and also include directors’ fees, press releases and SEC filing costs, printing costs and transfer agent fees.

   Oil and Natural Gas Properties
      The table below reflects our capitalized costs related to our oil and natural gas properties as specified:

                                                                              Depletion
                                 Net Book Value                                 and                                                           Net Book Value
                                January 31, 2010        Additions            Impairment           Dispositions             Gain                July 31, 2009
Unproven
    Windsor Block
       Maritimes
       Shale—Nova
       Scotia, Canada    $          18,783,375      $        78,233     $                 —   $             —         $           —       $      18,861,608
    Williston
       Basin—North
       Dakota                               —            8,328,159                        —                 —                     —               8,328,159
    Western Canadian
       Shale—Alberta and
       B.C., Canada                         —                   —                         —          (976,900 )           976,900                        —
Proved
    Williston
       Basin—North
       Dakota                               —              805,251                        —                 —                     —                 805,251
Total Proved and Unproven $         18,783,375      $    9,211,643      $                 —   $      (976,900 )       $ 976,900           $      27,995,018


     During the six month period ended July 31, 2010, we focused on land acquisitions and drilling programs in the Williston Basin and spent
approximately $9.1 million primarily for:
        •    acquiring approximately 10,000 net acres for a cost of approximately $7.4 million;
        •    drilling the Grizzly 13-6H-T147N-R104W horizontal well for a net cost of approximately $0.3 million;
        •    drilling the Grizzly 1-27H-T148N-R105W horizontal well for a net cost of approximately $0.6 million; and
        •    acquiring the Grizzly 4-11-T147N-R104W oil well for approximately $0.8 million.

   Net Cash Oil and Natural Gas Additions

                                                                                                           Six months                   Six months
                                                                                                         Ended July 31,               Ended July 31,
                                                                                                              2010                         2009
      Net additions, per above table                                                                 $       9,211,643                $   1,232,064
      Non-cash ARO additions                                                                                   (14,773 )                   (144,750 )
      Non-cash ARO dispositions                                                                                 29,394                          —
      Changes in investing working capital                                                                   1,649,554                    1,057,464
      Net oil and natural gas additions, per Statement of Cash Flows                                 $      10,875,818                $   2,144,778


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   Year Ended January 31, 2010 Compared to the Year Ended January 31, 2009
   Daily Sales Volumes, Working Interest Before Royalties

                                                                                              Year ended                   Year ended
                                                                                              January 31,                  January 31,
                                                                                                 2010                         2009
      Barnett Shale in Texas, USA (Mcfpd)                                                                      50                         65
      Deep Basin in Alberta, Canada (Mcfpd)                                                                    61                         99
      Total Company (Mcfpd)                                                                                  111                         164

      Total Company (Boepd*)                                                                                   19                         27

* Mcf converted into Boe on a basis of 6:1. Boe’s may be misleading, particularly if used in isolation. A Boe conversion ratio of 1 bbl:6 Mcf
  is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at
  the wellhead.

   Net Operating Results

                                                                                                             Year ended        Year ended
                                                                                                             January 31,       January 31,
                                                                                                                2010              2009
      Volumes (Mcf)                                                                                              40,744             59,854
      Price ($/Mcf)                                                                                     $          3.75       $       7.97
      Revenue                                                                                           $       152,938       $   476,996
      Royalties                                                                                         $        21,693       $    90,104
      Revenue, net of royalties                                                                         $       131,245       $   386,892
      Production expenses                                                                               $        95,852       $   125,777
      Net                                                                                               $        35,393       $   261,115


     For the year ended January 31, 2010, we realized $152,938 in revenue from sales of natural gas and natural gas liquids, as compared to
$476,996 in the prior year. Revenue decreased mainly due to reduced natural gas prices, and to a lesser effect, due to reduced production
volumes. Royalties as a percentage of revenue were 14% for the year ended January 31, 2010 as compared to 19% in the prior year. The
decrease in royalty rates was due to the sliding scale of royalty rates as natural gas prices decrease. Production expenses related to this revenue
were $14.12/Boe for the year ended January 31, 2010 compared to $12.61/Boe in the prior year; the increase in the production expenses rate
was mainly the effect of fixed production costs being spread over reduced production volumes.

   Depletion, Depreciation and Accretion

                                                                                                            Year ended         Year ended
                                                                                                            January 31,        January 31,
                                                                                                               2010               2009
      Depletion—oil and natural gas properties                                                         $        38,781        $    92,747
      Accretion                                                                                                150,007            107,303
      Depletion and accretion                                                                          $       188,788        $   200,050
      Depreciation—property and equipment                                                                       26,198             39,448
      Total                                                                                            $       214,986        $   239,498

      Depletion per Boe                                                                                $            5.71      $          9.30


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      Unproven property costs for the year ended January 31, 2010 of $18,783,375, as compared to $16,869,995 for the year ended January 31,
2009, were excluded from costs subject to depletion at January 31, 2010. Depletion expense related to oil and natural gas properties decreased
in the year ended January 31, 2010 compared to the prior year mainly as a result of the ceiling test write-downs on proved properties in the
previous year which decreased the depletion base.

   General and Administrative

                                                                                                       Year ended            Year ended
                                                                                                       January 31,           January 31,
                                                                                                          2010                  2009
      Salaries, benefits and consulting fees                                                       $     1,844,226       $     1,728,907
      Office costs                                                                                         844,605               892,270
      Professional fees                                                                                    245,235               449,236
      Public company costs                                                                                 303,809               558,020
      Operating overhead recoveries                                                                        (45,224 )            (180,709 )
      Stock-based compensation                                                                             794,361               598,182
      Total general and administrative                                                             $     3,987,012       $     4,045,906


    General and administrative expenses decreased $58,894 in the year ended January 31, 2010 compared to the prior year primarily due to
management implementing cost reductions in the current year.
        •    Salaries, benefits and consulting fees increased by $115,319 in the year ended January 31, 2010 compared to the prior year
             partially due to severance payments to our officers in late 2009 of approximately $465,000 as part of our new strategic direction
             that was announced December 1, 2009, offset in part by a $296,000 decrease in salaries during the year due to reduced staff and no
             staff bonuses in the year ended January 31, 2010.
        •    Office costs decreased by $47,665 compared to the prior year partially due to reduced travel, software, insurance and telephone
             costs offset in part by a lease termination payment of approximately $265,000, paid to buy out the remaining 3.5 year term of our
             Canadian office.
        •    Professional fees decreased by $204,001 mainly due to reduced audit and accounting fees, which were higher in the prior year due
             to fees for the restatements of our 10-K and 10-Q filings with the SEC, and due to a fee paid in the prior year to market our
             Fayetteville acreage for sale.
        •    Public company costs decreased by $254,211 in the year ended January 31, 2010 compared to the prior year mainly due to reduced
             investor relations costs related to management implementing cost reductions, including reduced personnel costs and the
             elimination of costs associated with external investor relations consultants. Public company costs consist mainly of fees for
             investor relations and also include directors’ fees, press releases and SEC and TSX Venture Exchange filing costs, printing costs
             and transfer agent fees.
        •    Stock-based compensation increased by $196,179 mainly due to the granting of stock options in January 2009.

   Accretion of Discounts on Convertible Debentures

                                                                                                   Year ended                Year ended
                                                                                                   January 31,               January 31,
      Agreement Date                                                                                  2010                      2009
      December 8, 2005                                                                         $                 —       $       815,337
      December 28, 2005                                                                                          —             2,107,572
      Total accretion of discounts                                                             $                 —       $     2,922,909


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     The accretion of discounts was fully recognized in the year ended January 31, 2009 since our December 8, 2005 debentures were fully
converted and repaid on June 5, 2008 and our December 28, 2005 debentures were settled on December 18, 2008.

   Interest Expense

                                                                                                               Year ended                 Year ended
                                                                                                               January 31,                January 31,
      Agreement Date                                                                                              2010                       2009
      December 8, 2005                                                                                   $                   —            $        91,360
      December 28, 2005                                                                                                      —                    661,644
      Total interest expense                                                                             $                   —            $       753,004


      There was no interest expense in the year ended January 31, 2010 since our December 8, 2005 debentures were fully converted and
repaid on June 5, 2008 and the December 28, 2005 debentures were settled on December 18, 2008, as described below under ―—Gain on Debt
Extinguishment.‖

   Gain on Debt Extinguishment
      On December 8, 2005, we issued $15,000,000 principal face amount of convertible debentures that were convertible at the lower of
(i) $5.00 or (ii) 90% of the average of the three lowest daily volume weighted average prices of our common stock of the 10 trading days
immediately preceding the date of conversion. Through June 2008, $11,000,000 of the debentures were converted into shares of our common
stock. On June 5, 2008, we repaid the $4,000,000 in remaining debt, which was subject to a 20% early redemption fee of $800,000. A loss of
$160,662 was recorded on this debt extinguishment.

      On December 28, 2005, we issued $10,000,000 principal face amount of convertible debentures that were convertible at the option of the
holder at $4.00 per share. In December 2008, the debentures were settled by (i) reducing the conversion price to $1.40 per share and
$3,500,000 of the debentures were converted into 2,500,000 shares of our common stock and (ii) the convertible debenture holders accepted
cash of $6,500,000 to settle the remaining debt plus $2,204,792 in accrued interest. A gain of $4,083,375 was recorded on this debt
extinguishment.

   Oil and Natural Gas Properties

                                    Net Book Value                                                                                                Net Book Value
                                     January 31,                                                                                                   January 31,
                                         2009            Additions         Depletion            Dispositions             Gain (Loss)                   2010
Unproven
    Windsor Block
       Maritimes
       Shale—Nova Scotia,
       Canada              $           16,818,586    $    1,964,789    $            —       $              —         $            —           $      18,783,375
    Western Canadian
       Shale—Alberta and
         B.C.,
       Canada                               51,409          171,508                 —                      —                 (222,917 )                      —
    Fayetteville and Rocky
       Mountains                               —               4,500                —             (1,117,860 )               1,113,360                       —
Proved
    Canada                                  72,869            2,207             (24,327 )           (426,600 )                375,851                        —
    U.S.A.                                     —             14,454             (14,454 )                —                        —                          —
Net                             $      16,942,864    $    2,157,458    $        (38,781 )   $     (1,544,460 )       $       1,266,294        $      18,783,375


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      During the year ended January 31, 2010, we focused on the Windsor Block and spent $1,964,789 primarily for:
        •    completing the second phase of the Windsor Block exploration program consisting of testing the N-14-A well (approximately
             $164,000), completion operations on the O-61-C well (approximately $208,400) and completion operations on the E-38-A well
             (approximately $208,500);
        •    retesting the Kennetcook #1 and #2 wells (approximately $250,000) and increasing the related non-cash asset retirement costs
             (approximately $213,000);
        •    acquiring a 30% working interest from Contact Exploration, Inc., or Contact, in the Windsor Block for approximately $245,000 in
             cash and the assumption of future estimated non-cash asset retirement costs of $144,750. We also agreed to provide Contact with a
             5.75% non-convertible gross overriding royalty interest on our resulting 87% working interest; and
        •    acquiring 2D seismic data (approximately $476,300).

      During the year ended January 31, 2010, we sold our:
        •    25% working interest in 4,327 non-operated net acres in the U.S. Rocky Mountains for gross proceeds of $83,325 in June 2009;
        •    50% working interest in 5,900 non-operated net acres in the Fayetteville Shale and all the related seismic data for net cash proceeds
             of $744,408 in September 2009. Furthermore, a $50,000 drilling deposit was refunded related to the Fayetteville Shale properties;
        •    50% working interest in the remaining 3,880 non-operated net acres in the Fayetteville Shale for net cash proceeds of $240,127 in
             November 2009; and
        •    18% working interest in one well and 12% working interest in 896 gross acres of undeveloped land in Alberta for cash proceeds of
             $426,600.

   Net Cash Oil and Natural Gas Additions

                                                                                                               Year ended            Year ended
                                                                                                              January 31,           January 31,
                                                                                                                  2010                  2009
Net additions, per above table                                                                            $     2,157,458       $     4,448,883
Non-cash ARO net additions                                                                                       (326,600 )            (360,544 )
Changes in investing working capital                                                                            1,202,396             1,976,950
Net oil and natural gas additions, per Statement of Cash Flows                                            $     3,033,254       $     6,065,289


Liquidity and Capital Resources
      As of January 31, 2010, we had working capital of $4,841,074, resulting from cash and cash equivalents of $4,878,601, prepaid expenses
of $342,635 and other receivables of $313,785, offset by payables and accrued liabilities of $693,947. For the year ended January 31, 2010, we
had a net cash outflow from operating activities before changes in working capital of $3,187,203, mainly related to $3,192,651 of cash general
and administrative expenses, which were equal to general and administrative expenses net of non-cash stock based compensation expense.

     As of July 31, 2010, we had working capital of $4,178,557, resulting primarily from cash and cash equivalents of $2,050,357, prepaid
expenses of $461,464 and other receivables of $1,913,241 offset by payables and accrued liabilities of $246,505. For the six month period
ended July 31, 2010, we had net cash outflow from operating activities before changes in working capital of $1,125,693, mainly related to
$1,171,320 of cash

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general and administrative expenses. For the six month period ended July 31, 2010, we had net cash inflow from financing activities of
$8,699,426 from the issuance of 27,993,939 common shares for net proceeds of $8,464,469 and $234,957 of proceeds from 791,666 stock
options that were exercised. For the six month period ended July 31, 2010, we had net cash outflow from investing activities of $10,875,818
which includes (i) $7,422,387 for the acquisition of approximately 10,000 net acres in the Williston Basin, (ii) $896,250 for the costs of drilling
2.0 gross (0.5 net) wells and (iii) $0.8 million for the acquisition of the Grizzly #4-11 oil well. Net cash outflows for Nova Scotia were
$107,627. Changes to investing working capital accounted for $1,649,554, primarily due to cash calls paid in the connection with the drilling of
our two wells in the Grizzly Project. During the six month period ended July 31, 2010, we received proceeds from the sale of the Wapiti
property of $976,900.

       In our projects with Slawson and Kodiak, we continue to seek additional undeveloped acreage, joint venture partners and farm-in
opportunities. The drilling and completion program in the Williston Basin project commenced in the summer of 2010 and completion of the
wells is anticipated to be finalized in the fourth quarter of fiscal 2011. We anticipate participating in the drilling of 6.0 gross (1.0 net) wells in
total for the fiscal year 2011. Without giving effect to the proceeds of this offering, capital expenditures for the balance of fiscal year 2011 are
projected at approximately $2 million for the acquisition of undeveloped lands and approximately $3 million for the drilling and completion
programs.

      On October 5, 2010, we entered into a purchase and sale agreement with Williston Exploration LLC to acquire approximately 1,732 net
acres in Williams County, North Dakota. These undeveloped acres are in contiguous blocks in three separate 1,280 acre drilling units and will
provide our first operated drilling locations. The addition of this acreage will give us an opportunity to operate on a large portion of the acreage
and we plan to drill up to two wells that we will operate by the end of 2011. The aggregate purchase price consists of up to approximately $2.2
million in cash and up to 433,500 shares of our common stock (after giving effect to the reverse stock split). We expect to close on a portion of
the acres in December 2010 and on the remainder in February 2011.

      On October 22, we entered into the Oppenheimer Agreement with OGR. Under the Oppenheimer Agreement, OGR has made a $25
million capital commitment to co-invest with us in our future acquisition and development of assets in the Williston Basin. $10 million of
OGR’s initial capital, which OGR has the right to increase up to $19 million, is allocated for leasehold acquisition with the remainder available
for well development. Further, OGR has the right to participate in up to 25% of our future activity in the Williston Basin. OGR will pay its
share of leasehold costs in all leases in which it participates, plus a premium to us equal to an additional percentage of lease acquisition costs
which is designed to remunerate us for our services in sourcing and managing the acreage activity in the Williston Basin. The acreage premium
varies depending upon the level of lease acquisition costs. OGR will also bear 25% of all of our brokerage costs in the region. In addition, OGR
will pay its proportional share of all drilling and completion costs, plus a 10% premium thereof to us for our services associated with well
development. We will also earn an annual management fee as general and administrative expense reimbursement. Our current leasehold
position, including the Grizzly Project, and any future leasehold acquisition pursuant to the Slawson Agreement, is excluded from the
Oppenheimer Agreement.

      On April 15, 2009, we entered into a 10-year production lease for approximately 474,625 gross acres (approximately 412,924 net acres)
of land. In April 2011, a technical report is due and the Nova Scotia government may request the surrender of certain lands they deem not
adequately evaluated. During the first five years of the lease, we agreed to continue to evaluate the Windsor Block by drilling seven wells,
completing three exploration wells previously drilled and acquiring seismic data at a total gross estimate cost of Cdn $12.7 million (U.S. $11.7
million). At the end of the fifth year of the lease, areas of the land block not adequately drilled or otherwise evaluated may be subject to
surrender. Since April 15, 2009, we have completed three exploration wells and acquired the seismic data towards the production lease
commitments. There is a risk that our joint venture partner in the Windsor Block will not be able to pay for their portion (13%) of the well
costs, which could also slow down or stop exploration on the Windsor Block. We will have to raise additional funds or secure

                                                                          43
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a new joint operating partner in the Windsor Block to complete the exploration and development phase of our programs and, while we have
been successful in doing so in the past, we cannot assure you that we will be able to do so in the future. There is a risk that we may not obtain
the necessary additional funds or new joint venture partner to continue operations and to determine the existence, discovery and successful
exploitation of economically recoverable reserves and the attainment of profitable operations on our Windsor Block. If we do not obtain
additional funds or secure a new joint operator, we may be required to surrender the lease.

      We are currently soliciting interest from industry parties to participate in the drilling of a test well to evaluate the newly identified seismic
structure and participate in a joint venture to further evaluate the potential on the Windsor Block. There is a risk we may not secure a new joint
operating partner in the Windsor Block, which would slow down or stop exploration on the Windsor Block. There is no significant capital
expenditures planned for the Windsor Block in fiscal 2011.

Critical Accounting Policies
   Use of Estimates
      The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We base our estimates and
assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses
that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates.
To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

   Investment in Oil and Natural Gas Properties
      We utilize the full cost method to account for our investment in oil and natural gas properties. Accordingly, all costs associated with
acquisition and exploration of oil and natural gas reserves, including such costs as leasehold acquisition costs, interest costs relating to
unproven properties, geological expenditures and direct internal costs are capitalized into the full cost pools. We have two full costs pools
(Canada and U.S.). The full costs pools capitalized costs, including estimated future costs to develop the reserves and estimated abandonment
costs, net of salvage, are depleted on the units-of-production method using estimates of proved reserves. Investments in unproven properties
and major development projects including capitalized interest, if any, are not amortized until proved reserves associated with the projects can
be determined or, if the future exploration of unproven properties is determined uneconomical, the amounts of such properties are added to the
capitalized cost to be amortized. The capitalized costs included in the full cost pool are subject to a ceiling test.

   Asset Retirement Obligations
      We recognize a liability for future retirement obligations associated with our oil and natural gas properties. The estimated fair value of the
asset retirement obligations is based on the current estimated cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate.
This liability is capitalized as part of the cost of the related asset and amortized over its useful life. The liability accretes until we settle the
obligation. The costs are estimated by management based on its knowledge of industry practices, current laws and past experiences. The costs
could increase significantly from management’s current estimate.

   Stock-Based Compensation
      We record compensation expense in our consolidated financial statements for stock options granted to employees, consultants and
directors using the fair value method. Fair values are determined using the Black Scholes option pricing model, which is sensitive to the
estimate of our stock price volatility and the options expected life. Compensation costs are recognized over the vesting period.

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Recently Adopted Accounting Pronouncements
      The Financial Accounting Standards Board, or the FASB, implemented new standards in December 2007 with respect to accounting for
business combinations. These new standards require an acquirer to be identified for all business combinations and applies the same method of
accounting for business combinations—the acquisition method—to all transactions. In addition, transaction costs associated with acquisitions
are required to be expensed. The revised statement was effective to business combinations after February 1, 2009. No business combinations
were completed by us in fiscal year 2010 and as such there was no impact that arose from adopting the new business combination standard.

      In December 2007, the FASB issued new accounting standards with respect to non-controlling interests in consolidated financial
statements. These new standards require us to report non-controlling interests in subsidiaries as equity in our consolidated financial statements;
and all transactions between equity and non-controlling interests as equity. These new standards were effective for us commencing on
February 1, 2009. The adoption of these standards did not significantly affect our consolidated financial statements.

      In March 2008, the FASB issued new accounting standards with respect to disclosures about derivative instruments and hedging
activities, which require disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged
items are accounted for, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance
and cash flows. These new standards were effective on February 1, 2009. There were no significant impacts on the disclosures in our financial
statements resulting from adopting these standards.

      In May 2009, the FASB issued new accounting standards with respect to subsequent events, which were intended to establish general
standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are
available to be issued. In particular, these standards set forth the period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the
circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements;
and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. These standards are
effective for interim and annual periods ending after June 15, 2009. The adoption of this standard did not significantly impact the disclosures in
our financial statements.

      The SEC adopted major revisions to its required oil and natural gas reporting disclosures which became effective as of December 31,
2009. Among other things, the amendments provide for the use of the 12-month average price, calculated as the unweighted arithmetic average
of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period for purposes of both the
disclosure and full-cost accounting rules. These amendments did not have a significant impact on our financial statements.

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                                                                    BUSINESS

Overview
      We are an oil and natural gas exploration and development company currently focused on the acquisition and development of
unconventional shale oil resources. In late 2009, we adopted a new investment strategy shifting our area of focus from the Maritimes Basin in
the Province of Nova Scotia to the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. In
furtherance of our new strategy, to date, we have acquired, or committed to acquire, approximately 13,000 net acres primarily in McKenzie and
Williams Counties of North Dakota. Having identified an area of focus in the Bakken Shale that we believe will generate attractive returns on
invested capital, we are continuing to explore further opportunities in the region with a goal of reaching 30,000 net acres by the end of 2011.

      In the Maritimes Basin, we hold over 400,000 net acres with numerous conventional and unconventional objectives, including the
Windsor and Horton Shales. As a result of the processing and interpretation of our proprietary 2D seismic data, we have identified a
conventional exploration opportunity that we believe could hold significant natural gas reserves. We are currently marketing the prospect to
industry partners as a farm-out opportunity and propose to enter into an agreement whereby we would maintain a working interest position and
potential partners would agree to cover 100% of the capital costs of an initial exploration well.

Our Strategy
      Our goal is to increase stockholder value by increasing our Williston Basin leasehold position and converting such leasehold position into
proven reserves, production and cash flow at attractive returns on invested capital. We are seeking to achieve this goal through the following
strategies:
        •    Focus on the Williston Basin . We believe the Bakken Shale and Three Forks formations in the Williston Basin represent one of
             the largest oil deposits in North America. A report issued by the USGS in April 2008 classified these formations as the largest
             continuous oil accumulation ever assessed by it in the contiguous United States. We expect to continue to aggressively pursue
             additional leasehold positions where our geologic model suggests the Bakken Shale and/or the Three Forks formations are believed
             to be prospective. We believe horizontal wells drilled on our acreage will generate attractive returns on invested capital given our
             outlook for the price of oil and the finding and development costs associated with converting the acreage from resource potential to
             proven and producing reserves.
        •    Continue to pursue leasehold acquisitions at attractive costs. We believe significant additional acreage in the Williston Basin,
             prospective for the Bakken Shale and Three Forks formations, is and will be available for acquisition allowing us to reach our goal
             of 30,000 net acres by the end of 2011. We believe many of the active operators in the area have assembled sizeable leasehold
             positions and have shifted from a leasehold acquisition strategy to a development strategy, reducing the competition for additional
             leasehold acreage. We plan to explore various techniques to add acreage, including participating in state and federal lease sales,
             pursuing leasehold acquisitions, farm-in agreements with existing operators and farm-in opportunities on lease positions that are
             about to expire. We believe many operators will choose to farm-out lease positions rather than allow leases to expire, giving us an
             opportunity to add significant leasehold at attractive costs.
        •    Maintain a balanced mix of operated and non-operated leasehold positions. Through our non-operated positions with Slawson
             and Kodiak, we plan to leverage our currently low overhead while broadening our operating experience by teaming with two of the
             most active and knowledgeable operators in the Williston Basin. We believe that Slawson’s and Kodiak’s long histories in the
             Williston Basin will also provide significant opportunities to expand our collective acreage position. We believe that the operations
             of Slawson and Kodiak will have lower costs resulting in higher returns

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             than we can achieve on a stand-alone basis during the early phase of our development. With the majority of primary term leases
             extending three to five years from inception, we expect to build our operational capabilities and develop our operated acreage
             position prior to lease expiration.
        •    Capture upside value in Nova Scotia. We hold approximately 412,924 net acres in the province of Nova Scotia in Canada that we
             believe contains multiple conventional and unconventional targets. Increased industry activity in the Maritimes Basin, along with
             other factors, such as combined with more restrictive permitting procedures in the Gulf of Mexico, has increased industry interest
             in this area. Recently, Southwestern Energy Company, a mid-cap independent exploration company, leased a large undeveloped
             acreage position in the province of New Brunswick and committed to spend $47 million on the development of such acreage.
             Additionally, Apache Corporation recently spudded the B-41 Green Road and the G-59 Will deMille wells pursuant to its
             December 2009 farm-out agreement with Corridor Resources Inc. We are currently seeking a farm-out arrangement whereby a
             partner will fund 100% of the cost of the first well drilled on our acreage.
        •    Maintain conservative leverage position to enhance financial flexibility. Acquisitions and farm-in opportunities will require us to
             move rapidly in many instances. As such, we expect to maintain excess cash balances and a conservative leverage position while
             we focus on leasehold acquisitions. Between now and the end of 2011, we expect to primarily use equity capital to fund our
             leasehold expansion and only add leverage where cash flow and reserve growth allow.

Our Competitive Strengths
      We have the following competitive strengths that we believe will help us to successfully execute our business strategies:
        •    We benefit from the increasing activity in the Bakken Shale and Three Forks formations acreage. Activity levels in the
             Williston Basin continue to increase with a drilling rig count of 134 at October 15, 2010 versus 65 at January 1, 2010. We benefit
             from the increasing number of wells drilled and the corresponding data available from public sources and the North Dakota
             Industrial Commission. This activity and data has begun to define the geographic extent of the Bakken Shale and Three Forks
             formations which we believe reduces the amount of risk we face on future leasehold acquisitions and development operations. In
             addition, the leading operators in the Williston Basin have developed drilling and completion technologies that have significantly
             reduced production risk, decreased per unit drilling and completion costs and enhanced returns.
        •    Relatively small size allows us to make meaningful acquisitions. Our relatively small size provides us with the opportunity to
             acquire smaller acreage blocks that may be less attractive to larger operators inside and outside of the Williston Basin. These
             smaller blocks in aggregate will have a meaningful impact on our overall acreage position and should allow us to meet our goal of
             30,000 net acres by year-end 2011.
        •    Experienced management team with proven acquisition and operating capabilities. Peter Hill, our Chief Executive Officer, has
             over 37 years of oil and natural gas experience, including over 20 years with British Petroleum in a variety of roles including Chief
             Geologist, Chief of Staff for BP Exploration, President of BP Venezuela and Regional Director for Central and South America. He
             currently serves as the non-executive Chairman for Toreador Resources Corporation, a public company currently developing an oil
             shale prospect in the Paris Basin in France. He is complemented by Jonathan Samuels, our Chief Financial Officer, who spent over
             five years as a member of an energy focused investment management firm.
        •    We have no outstanding indebtedness and following the offering we will have $44.7 million in as adjusted cash. We expect to
             have approximately $44.7 million in cash after we close this offering. We

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             will use this cash to meet our drilling commitments in 2010 and 2011 and pursue additional leasehold acquisitions, including under
             our recent agreement with Williston Exploration LLC. See ―—Recent Developments.‖

Recent Developments
      On October 5, 2010, we entered into a purchase and sale agreement with Williston Exploration LLC to acquire approximately 1,732 net
acres in Williams County, North Dakota. These undeveloped acres are in contiguous blocks in three separate 1,280 acre drilling units and will
provide our first operated drilling locations. The addition of this acreage will give us an opportunity to operate on a large portion of the acreage
and we plan to drill a well that we will operate by the end of 2011. The aggregate purchase price consists of up to approximately $2.2 million in
cash and up to 433,500 shares of our common stock (after giving effect to the reverse stock split). We expect to close on a portion of the acres
in December 2010 and on the remainder in February 2011.

       On October 22, we entered into the Oppenheimer Agreement OGR. Under the Oppenheimer Agreement, OGR has made a $25 million
capital commitment to co-invest with us in our future acquisition and development of assets in the Williston Basin. $10 million of OGR’s
initial capital, which OGR has the right to increase up to $19 million, is allocated for leasehold acquisition with the remainder available for
well development. Further, OGR has the right to participate in up to 25% of our future activity in the Williston Basin. OGR will pay its share of
leasehold costs in all leases in which it participates, plus a premium to us equal to an additional percentage of lease acquisition costs which is
designed to remunerate us for our services in sourcing and managing the acreage activity in the Williston Basin. The acreage premium varies
from 20% to 60% depending upon the level of lease acquisition costs. OGR will also bear 25% of all of our brokerage costs in the region. In
addition, OGR will pay its proportional share of all drilling and completion costs, plus a 10% premium thereof to us for our services associated
with well development. We will also earn an annual management fee as general and administrative expense reimbursement. Our current
leasehold position, including the Grizzly Project, and any future leasehold acquisition pursuant to the Slawson Agreement, is excluded from the
Oppenheimer Agreement. The Oppenheimer Agreement remains in effect until the third anniversary of its effective date unless OGR achieves
certain acquisition thresholds before that date and elects to extend the term of the agreement, or fails to achieve certain thresholds and we elect
to terminate the agreement. Also, OGR may terminate the agreement if our net worth falls below a certain level or OGR determines that
changes in our executive management team or adverse changes in our financial prospects are not satisfactory.

      Beginning in the fourth quarter of 2010, we believe we will participate in the drilling of up to 20 gross (5.3 net) wells by the end of 2011.
We anticipate participating in two gross (1.25 net) wells in the acreage being acquired from Williston Exploration LLC, 10 gross (2.0 net) wells
on our Slawson AMI, two to four gross (0.7 to 1.40 net) wells in the Grizzly Project and up to four gross (0.6 net) wells in our other
non-operated areas. With an average drilling and completion cost of $7.0 million per well, we have budgeted a range of anticipated drilling
capital costs of $30 to $40 million over this period.

Operations and Oil and Natural Gas Properties
   Williston Basin
      We have operated and non-operated leasehold positions in the Williston Basin. The operations of our non-operated leasehold positions
are primarily conducted through agreements with Slawson and Kodiak. Both companies are experienced operators in the development of the
Bakken Shale and Three Forks formations. As of October 22, 2010, we have acquired, or committed to acquire, an aggregate of approximately
13,000 net acres in the Williston Basin in North Dakota. We are seeking to acquire new operated and non-operated acreage within these
formations with additional experienced operators. In 2011, we also plan to drill our first operating well on the acreage that we expect to acquire
as part of the Williston Purchase. See ―—Recent Developments.‖ In

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addition, we have successfully recruited a new land staff and brokerage and title team, which in the past month has successfully acquired over
1,200 net acres, including approximately 700 net acres in the same township as the Williston Purchase.

      The Slawson Agreement is confined to an agreed upon AMI within the Rough Rider area of McKenzie and Williams Counties in North
Dakota. We have acquired approximately 6,000 net acres to date under the Slawson Agreement and have identified numerous drilling locations.
We will spud our first well in October 2010 and plan to continue to drill additional wells through the end of 2011. Under the terms of the
Slawson Agreement, we pay 33% of the gross well costs and between a 20% and 60% premium of our pro rata share of leasehold acquisition
costs to earn a 30% working interest in all wells drilled within the AMI through January 15, 2012. We believe the terms of the Slawson
Agreement are consistent with industry practice and will result in net costs to us that are substantially lower than we could achieve during the
early phase of our development.

       In May 2010, we entered into an agreement with Kodiak pursuant to which we have the opportunity to acquire approximately 2,600 net
acres in the Grizzly Project. Under the terms of the agreement, we agreed to pay approximately $3.2 million to Kodiak in the form of future
drilling carry for a 30% working interest in the Grizzly Project area. After the $3.2 million has been expended, we will have earned our 2,600
net acres, with all future wells to be drilled according to our working interest position. After the $3.2 million has been expended, we will have
earned over 2,600 net acres, with all future wells to be drilled according to our working interest position. As described below, we have drilled
three gross wells in the Grizzly Project, two of which are awaiting completion and one of which has been production tested and is being
prepared for production. We anticipate drilling an additional well by fiscal year-end.

      Using industry accepted well-spacing parameters and a combination of short and long laterals, we believe that there could be over 100
unrisked drilling locations for the Bakken Shale and Three Forks formations on our acreage in the Williston Basin. Based on current industry
expectations, we believe we can drill up to eight 9,500 foot lateral wells on 1,280 acre spacing units within our acreage. Consistent with leading
field operators, we plan to perform multi-stage fracs with 25 to 30 stages on each lateral well. We also plan to drill shorter laterals on smaller
units as dictated by our leasehold position.

     In May 2010, we announced our plans to participate in the Roedeske Federal #12-21H well in McKenzie County with an approximate
15% working interest. The 9,000 foot lateral well was drilled on a 1,280 acre spacing unit and is awaiting completion with a 22-stage frac job.
The well is operated by XTO Energy Inc.

       In June 2010, we commenced a two well drilling program in the Grizzly Project with Kodiak as operator. The first well, the Grizzly
#13-6H, is a 4,000 foot lateral re-entry of an existing wellbore. The estimated gross costs are $3.2 million and we have an approximate 26%
working interest in this well. We anticipate that this well will be completed in late October 2010. The second well, the Grizzly #1-27H-R, is a
long 9,000 foot lateral well that is being drilled on a 1,280 acre spacing unit. This well experienced mechanical difficulties during completion
resulting in only 10 of 24 initially planned stages being completed, reducing the estimated cost of the well. The well produced 507 Boe during
its initial 24 hour test and is currently being prepared for production. The gross estimated costs are $5.7 million and we have an approximate
26% working interest in this well.

     We recently announced that Slawson will spud the first well of its joint venture with us on approximately October 30, 2010, the Bonanza
#1-21-16H, located in the Rough Rider area in McKenzie County. We currently anticipate that Slawson will drill an additional nine wells in the
Rough Rider area during the remainder of 2010 and 2011.

   Maritimes Basin
     We have an 87% working interest in approximately 474,625 gross acres (approximately 412,924 net acres) in the Windsor Sub-Basin of
the Maritimes Basin. In October 2009, we completed an approximately 30-square kilometer 2D seismic shoot on the Windsor Block and
completed processing and interpreting the data in the

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fiscal quarter ending January 31, 2010. We believe that this seismic program, combined with the completion operations on three previously
drilled vertical exploration wells, satisfied the first-year requirements of our 10-year production lease. We have completed our interpretation of
the seismic data on the Windsor Block and we are currently seeking partners to participate in the drilling of the test well and to participate in a
joint venture to further evaluate the potential of the Windsor Block.

      Under the terms of the Windsor Block 10-year production lease:
        •    The production lease grants rights to approximately 474,625 gross acres (approximately 412,924 net acres).
        •    We hold rights to conventional oil and natural gas within the lease, which includes shale natural gas, in the Windsor and Horton
             Shales, excluding natural gas from coal. We believe coals are not prospective within the Windsor Block.
        •    To retain rights to this land block, we have agreed to continue to evaluate the lands during the first five years of the lease by
             drilling seven wells, completing three exploration wells previously drilled, and acquiring seismic data, which cost approximately
             Cdn $12.7 million gross (approximately U.S. $11.9 million). These wells are to be distributed across the land block to fully
             evaluate conventional and shale resources. In addition to annual progress reporting to maintain the lease in good standing, on the
             second anniversary of the lease, we are obliged to provide a detailed report to the Nova Scotia government to assess our evaluation
             activities to maintain certain lands. After the fifth anniversary, leased areas not adequately drilled or otherwise evaluated may be
             subject to surrender.
        •    During the first year of the lease, we agreed to complete three exploration wells that were drilled in the prior year and acquire
             seismic data, which cost approximately Cdn $2 million gross (approximately U.S. $1.9 million). An approximately Cdn $200,000
             (approximately U.S. $189,000) gross refundable deposit was posted related to the first year commitment; should the work not be
             competed, a portion or all of the deposit could be forfeited.
        •    As of October 22, 2010, royalty rates are set at 10% in Nova Scotia.
        •    Tenure on some or all of the lands is eligible for renewal after the first 10 years, based on the establishment of commercial
             production and/or the satisfaction of certain drilling and evaluation criteria.

      From May 2007 to June 2008, we executed the first phase of the Windsor Block exploration program consisting of a 2D and 3D seismic
program, geological studies, and drilling and completing two vertical test wells (Kennetcook #1 and Kennetcook #2). From July 2008 to
September 2009, we executed the second phase of the Windsor Block shale natural gas exploration program, which consisted of drilling three
vertical exploration wells (N-14-A, O-61-C and E-38-A) and undertaking completion operations on all three of these wells.

       In June 2009, we acquired an additional 30% working interest in the Windsor Block from Contact in exchange for a 5.75%
non-convertible gross overriding royalty interest, a cash payment of Cdn $270,000 (approximately U.S. $263,183) and our assumption of the
liabilities related to the former working interest from Contact. This acquisition increased our working interest to its current 87% level.

      In October 2009, we acquired 30 kilometers of 2D seismic data on the Windsor Block and completed processing and interpreting the data
in the fiscal quarter ending January 31, 2010. We believe that this seismic program, combined with the three completion operations on
previously drilled vertical exploration wells, satisfied the first-year requirements of our 10-year production lease.

      The seismic program was designed to delineate the western end of the Windsor Basin where we believed the Windsor and Horton Shales
to be prospective and that uplift, faulting and thrusting were likely to create conventional structures. We believe the seismic program showed a
large, deep seated, conventional four-way

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closure with a large fault-controlled structural feature. The structures appear to be late Carboniferous in age, with later fault inversion, and
precede the Permian gas generation following burial and over-thrusting. The setting is almost identical to the McCully Field in the Elgin Basin,
New Brunswick and suggests a similar structural evolution. We believe the elevated structure is a natural conduit for migrating natural gas
from the basin center, and with significant faulting natural fracturing may help rock porosity and permeability.

    We continue to seek a partner for the drilling of an onshore well in the development of the Windsor Block. In moving forward with the
Windsor Block, we intend to consider a range of options pursuant to our existing production lease.

   Non-Core Properties
      In fiscal 2010, there was no exploration activity on our non-producing and undeveloped land positions and we continue to plan not to
participate in any exploration activity for these projects in fiscal 2011. We have recently divested most of our non-core properties. During fiscal
2010, we sold:
        •    our 25% working interest in 4,327 non-operated net acres in the Rocky Mountains for gross proceeds of $83,325 in June 2009;
        •    our 50% working interest in 5,900 non-operated net acres in the Fayetteville Shale and all the related seismic data for gross cash
             proceeds of $767,000 in September 2009 and our remaining 3,880 non-operated net acres of the Fayetteville Shale acreage for
             gross cash proceeds of $247,000 in November 2009. Costs related to these sales were approximately $30,000; and
        •    one of the producing wells and our 12% working interest in 154 non-operated net undeveloped acres in the Alberta Deep Basin for
             $426,600 in January 2010.

     In May 2010, we announced that we closed the sale of an existing wellbore and associated acreage in Alberta for approximately
$977,000.

     Our remaining non-core producing properties include 4,427 non-operated acres in the Rocky Mountains and 3,024 net acres in the
Alberta Deep Basin of Canada.

Information Regarding Oil and Natural Gas Producing Activities
   Net Reserves of Oil, Natural Gas Liquids and Natural Gas at Fiscal Year-End 2010
      At January 31, 2010, our proved reserve estimates and future discounted cash flow at 10% was valued at an inconsequential amount. We
did not obtain a reserve report at January 31, 2010 as the reserves were not material. Our 12-month production for the year ended January 31,
2010 for these wells was:

                                                                              Alberta Deep                Texas Barnett
                                                                              Basin, Canada               Shale, U.S.A.             Total
      Fiscal 2010 Working Interest Production (Mcfe)                                     22                          18                40

Competitors
     In the Williston Basin, we compete with a number of larger public and private companies such as Continental Resources, Inc., Brigham
Exploration Company, Enerplus Resources Fund, Kodiak, Oasis Petroleum Inc., Newfield Exploration Co., XTO Energy, Inc. (now part of
ExxonMobil) and Whiting Petroleum Corporation. All of these companies have significantly more personnel and experience in the Williston
Basin and greater access to capital than we do.

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      In the Maritimes Basin, there are several specialized competitors who have been pursuing their respective strategies for a number of
years. These companies include Contact, Stealth Ventures Ltd., Corridor Resources Inc., Apache Corporation and Southwestern Energy
Company. These companies have gained technical expertise in the area as they have continued to advance their respective exploration
programs.

Governmental Regulation
      Our business is affected by numerous laws and regulations, including energy, environmental, conservation, tax and other laws and
regulations relating to the oil and natural gas industry. We have developed internal procedures and policies to ensure that our operations are
conducted in full and substantial environmental regulatory compliance.

     Failure to comply with any laws and regulations may result in the assessment of administrative, civil and/or criminal penalties, the
imposition of injunctive relief or both. Moreover, changes in any of these laws and regulations could have a material adverse effect on
business. In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we
cannot predict the overall effect of such laws and regulations on our future operations.

      We believe that our operations comply in all material respects with applicable laws and regulations and that the existence and
enforcement of such laws and regulations have no more restrictive an effect on our operations than on other similar companies in the oil and
natural gas industry. Our future expenditures to comply with environmental requirements have been estimated in the consolidated financial
statements included in this prospectus, under the caption of asset retirement obligations.

   Pricing and Marketing of Natural Gas
      In Canada, the price of natural gas sold in interprovincial and international trade is determined by negotiations between buyers and
sellers. Natural gas exported from Canada is subject to regulation by the National Energy Board of Canada. Exporters are free to negotiate
prices and other terms with purchasers, provided that the export contracts continue to meet certain criteria prescribed by the National Energy
Board of Canada. Natural gas (other than propane, butanes and ethane) exports for a term of less than two years or for a term of two to 20 years
(in quantities of not more than 30,000 m3/day) must be made pursuant to an order of the National Energy Board, or the NEB. Natural gas may
be exported for a term of no more than one year in respect to propane and butane, and no more than two years in respect to ethane, with all
exports requiring an NEB order. Any natural gas export to be made pursuant to a contract of longer duration (to a maximum of 25 years) or a
larger quantity requires an exporter to obtain an export license from the NEB and the issue of such a license requires the approval of
the Lieutenant Governor in Council. The export of natural gas pursuant to an order or license shall be subject to the terms and conditions
included by the National Energy Board of Canada in such order or license.

      Also in Canada, the government of Alberta regulates the volume of natural gas that may be removed from the province for consumption
elsewhere based on such factors as reserve availability, transportation arrangements and market considerations. Natural gas may not be
removed from the Province of Alberta without a permit from the Energy Resources Conservation Board of the Province of Alberta. The Energy
Resources Conservation Board of the Province of Alberta may grant a permit for the removal of less than three billion cubic meters of natural
gas for a term not exceeding two years with the approval of the Minister of Energy. All other permits for the removal of natural gas to be
granted by the Energy Resources Conservation Board of the Province of Alberta require the approval of the Lieutenant Governor in Council.
The removal of natural gas from the Province of Alberta shall be subject to the terms and conditions included by the Energy Resources
Conservation Board of the Province of Alberta in the permit granted for such removal.

    In the U.S., historically, the sale of natural gas in interstate commerce has been regulated pursuant to the Natural Gas Act of 1938, or the
NGA, the Natural Gas Policy Act of 1978, or the NGPA, and regulations

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promulgated thereunder by the Federal Energy Regulatory Commission, or the FERC. In 1989, Congress enacted the Natural Gas Wellhead
Decontrol Act, or the Decontrol Act. The Decontrol Act removed all NGA and NGPA price and non-price controls affecting wellhead sales of
natural gas effective January 1, 1993 and sales by producers of natural gas are uncontrolled and can be made at market prices. The natural gas
industry historically has been heavily regulated and from time to time proposals are introduced by Congress and the FERC and judicial
decisions are rendered that impact the conduct of business in the natural gas industry. We cannot assure you that the less stringent regulatory
approach recently pursued by the FERC and Congress will continue.

   Pricing and Marketing of Oil
      In Canada, producers of oil negotiate sales contracts directly with oil purchasers, with the result that the market determines the price of
oil. The price depends in part on oil quality, prices of competing fuels, distance to market, the value of refined products and the supply/demand
balance. Oil exports may be made pursuant to export contracts with terms not exceeding two years in the case of heavy crude and not
exceeding one year in the case of oil other than heavy crude, provided that an order approving any such export has been obtained from the
National Energy Board of Canada. Any oil export to be made pursuant to a contract of longer duration (to a maximum of 25 years) requires an
exporter to obtain an export license from the National Energy Board of Canada and the issue of such a license requires a public hearing and
obtaining the approval of the Lieutenant Governor in Council. The export of oil pursuant to an order or license shall be subject to the terms and
conditions included by the National Energy Board of Canada in such order or license.

      In the U.S., sales of crude oil, condensate and natural gas liquids are not regulated and are made at negotiated prices. Effective January 1,
1995, the FERC implemented regulations establishing an indexing system for transportation rates for oil that allowed for an increase in the cost
of transporting oil to the purchaser.

   Royalties and Incentives
      The royalty regime is a significant factor in the profitability of oil, natural gas and natural gas liquids production. In the U.S., all royalties
are determined by negotiations between the mineral owner and the lessee.

      In Canada, royalties payable on production from non-Crown lands (i.e. non-government lands) are determined by negotiations between
the mineral owner and the lessee. However, crown royalties (i.e. government land royalties) are determined by government regulation and are
generally calculated as a percentage of the value of the gross production, and the rate of royalties payable generally depends in part on
prescribed reference prices, well productivity, geographical location, field discovery date and the type or quality of the petroleum product
produced. In addition to federal regulation, each province has legislation and regulations that govern land tenure, royalties, production rates,
environmental protection and other matters. From time to time the governments of Canada, Alberta and Nova Scotia have established incentive
programs which have included royalty rate reductions, royalty holidays and tax credits for the purpose of encouraging oil and natural gas
exploration or enhanced planning projects.

   Nova Scotia
      In the Province of Nova Scotia, the royalty rate for onshore oil and natural gas production has been set at a flat rate of 10% of the
petroleum that is produced in each month based on the fair market value of the petroleum at the wellhead. In determining the royalty to be paid
on any petroleum other than oil, there is deducted an allowance for the cost of processing or separation as determined in any particular case by
the Minister of Energy. Notwithstanding the foregoing, no royalty shall be due with respect to any oil or natural gas that is produced pursuant
to the first production lease that is granted with respect to lands subject to an exploration agreement, for a period of two years from the date of
commencement of such lease.

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   Land Tenure
      In Canada, oil and natural gas deposits located in Nova Scotia are owned by that provincial government and oil and natural gas deposits
located in the western provinces of Canada are predominantly owned by the respective provincial governments. Provincial governments grant
rights to explore for and produce oil and natural gas pursuant to leases, licenses and permits for varying terms and on conditions set forth in
provincial legislation including specific work commitments or obligations to make rental, royalty or other payments. Where oil and natural gas
deposits are privately owned, such as in the U.S., rights to explore for and produce such oil and natural gas are granted by lease on such terms
and conditions as may be negotiated.

   The North American Free Trade Agreement
      On January 1, 1994, the North American Free Trade Agreement, or NAFTA, became effective among the governments of Canada, the
U.S. and Mexico. NAFTA carries forward most of the material energy terms contained in the Canada—U.S. Free Trade Agreement. In the
context of energy resources, Canada continues to remain free to determine whether exports to the United States or Mexico will be allowed
provided that any export restrictions do not: (i) reduce the proportion of energy resource exported relative to domestic use (based upon the
proportion prevailing in the most recent 36-month period), (ii) impose an export price higher than the domestic price and (iii) disrupt normal
channels of supply. All three countries are prohibited from imposing minimum export or import price requirements.

       NAFTA contemplates the reduction of Mexican restrictive trade practices in the energy sector and prohibits discriminatory border
restrictions and export taxes. NAFTA also contemplates clearer disciplines on regulators to ensure fair implementation of any regulatory
changes and to minimize disruption of contractual arrangements, which is important for Canadian natural gas exports.

Environmental
   United States
      Like the oil and natural gas industry in general, our properties are subject to extensive and changing federal, state and local laws and
regulations designed to protect and preserve our natural resources and the environment. The recent trend in environmental legislation and
regulation is generally toward stricter standards, and this trend is likely to continue. These laws and regulations often require a permit or other
authorization before construction or drilling commences and for certain other activities; limit or prohibit access, seismic acquisition,
construction, drilling and other activities on certain lands lying within wilderness and other protected areas; impose substantial liabilities for
pollution resulting from our operations; and require the reclamation of certain lands.

      The permits required for many of our operations are subject to revocation, modification and renewal by issuing authorities. Governmental
authorities have the power to enforce compliance with their regulations, and violations are subject to fines, injunctions or both. In the opinion
of our management, we are in substantial compliance with current applicable environmental laws and regulations, and we have no material
commitments for capital expenditures to comply with existing environmental requirements. Nevertheless, changes in existing environmental
laws and regulations or in interpretations thereof could have a significant impact on us, as well as the oil and natural gas industry in general.
The Comprehensive Environmental Response, Compensation and Liability Act, or the CERCLA, and comparable state statutes impose strict
and joint and several liabilities on owners and operators of certain sites and on persons who disposed of or arranged for the disposal of
―hazardous substances‖ found at such sites. It is not uncommon for the neighboring landowners and other third parties to file claims for
personal injury and property damage allegedly caused by the hazardous substances released into the environment. The Resource Conservation
and Recovery Act, or the RCRA, and comparable state statutes govern the disposal of ―solid waste‖ and ―hazardous waste‖ and authorize
imposition of substantial fines and penalties for noncompliance. Although CERCLA currently excludes petroleum from its definition of
―hazardous substance,‖ state laws affecting our operations impose clean-up liability relating to petroleum and petroleum

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related products. In addition, although RCRA classifies certain oil field wastes as ―non-hazardous,‖ such exploration and production wastes
could be reclassified as hazardous wastes, thereby making such wastes subject to more stringent handling and disposal requirements.

      Federal regulations require certain owners or operators of facilities that store or otherwise handle oil, such as us, to prepare and
implement spill prevention, control countermeasure and response plans relating to the possible discharge of oil into surface waters. The Oil
Pollution Act of 1990, or the OPA, contains numerous requirements relating to the prevention of and response to oil spills into waters of the
United States. For onshore and offshore facilities that may affect waters of the United States, the OPA requires an operator to demonstrate
financial responsibility. Regulations are currently being developed under federal and state laws concerning oil pollution prevention and other
matters that may impose additional regulatory burdens on us. In addition, the Clean Water Act and analogous state laws require permits to be
obtained to authorize discharge into surface waters or to construct facilities in wetland areas. The Clean Air Act of 1970 and its subsequent
amendments in 1990 and 1997 also impose permit requirements and necessitate certain restrictions on point source emissions of volatile
organic carbons (nitrogen oxides and sulfur dioxide) and particulates with respect to certain of our operations. We are required to maintain such
permits or meet general permit requirements. The EPA and designated state agencies have in place regulations concerning discharges of storm
water runoff and stationary sources of air emissions. These programs require covered facilities to obtain individual permits, participate in a
group or seek coverage under an EPA general permit. Most agencies recognize the unique qualities of oil and natural gas exploration and
production operations. A number of agencies including but not limited to the EPA, the Bureau of Land Management, the Texas Commission of
Environmental Quality, the Louisiana Department of Natural Resources, the North Dakota Industrial Commission, the Oklahoma Conservation
Commission, the Wyoming Oil and Gas Conservation Commission, the Montana Board of Oil and Gas Conservation and similar commissions
within these states and of other states in which we do business have adopted regulatory guidance in consideration of the operational limitations
on these types of facilities and their potential to emit pollutants. We believe that we will be able to obtain, or be included under, such permits,
where necessary, and to make minor modifications to existing facilities and operations that would not have a material effect on us.

      The EPA amended the UIC provisions of the SDWA to exclude hydraulic fracturing from the definition of ―underground injection.‖
However, the U.S. Senate and House of Representatives are currently considering the FRAC Act, which will amend the SDWA to repeal this
exemption. If enacted, the FRAC Act would amend the definition of ―underground injection‖ in the SDWA to encompass hydraulic fracturing
activities, which could require hydraulic fracturing operations to meet permitting and financial assurance requirements, adhere to certain
construction specifications, fulfill monitoring, reporting, and recordkeeping obligations, and meet plugging and abandonment requirements.
The FRAC Act also proposes to require the reporting and public disclosure of chemicals used in the fracturing process, which could make it
easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used
in the fracturing process could adversely affect groundwater.

      On December 15, 2009, the EPA published its findings that emissions of carbon dioxide, methane and other greenhouse gases present an
endangerment to human health and the environment because emissions of such gases are, according to the EPA, contributing to the warming of
the earth’s atmosphere and other climatic changes. These findings by the EPA allowed the agency to proceed with the adoption and
implementation of regulations that would restrict emissions of greenhouse gases under existing provisions of the federal Clean Air Act.
Consequently, the EPA proposed two sets of regulations that would require a reduction in emissions of greenhouse gases from motor vehicles
and, also, could trigger permit review for greenhouse gas emissions from certain stationary sources. In addition, on October 30, 2009, the EPA
published a final rule requiring the reporting of greenhouse gas emissions from specified large greenhouse gas emission sources in the United
States beginning in 2011 for emissions occurring in 2010.

     Also, on June 26, 2009, the U.S. House of Representatives passed the American Clean Energy and Security Act of 2009, or ACESA,
which would establish an economy-wide cap-and-trade program to reduce United States

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emissions of greenhouse gases including carbon dioxide and methane that may contribute to the warming of the Earth’s atmosphere and other
climatic changes. If it becomes law, ACESA would require a 17% reduction in greenhouse gas emissions from 2005 levels by 2020 and just
over an 80% reduction of such emissions by 2050. Under this legislation, the EPA would issue a capped and steadily declining number of
tradable emissions allowances to certain major sources of greenhouse gas emissions so that such sources could continue to emit greenhouse
gases into the atmosphere. These allowances would be expected to escalate significantly in cost over time. The net effect of ACESA will be to
impose increasing costs on the combustion of carbon-based fuels such as oil, refined petroleum products and natural gas. The U.S. Senate has
begun work on its own legislation for restricting domestic greenhouse gas emissions and President Obama has indicated his support of
legislation to reduce greenhouse gas emissions through an emission allowance system.

   Canada
       The oil and natural gas industry is governed by environmental regulation under Canadian federal and provincial laws, rules and
regulations, which restrict and prohibit the release or emission and regulate the storage and transportation of various substances produced or
utilized in association with oil and natural gas industry operations. In addition, applicable environmental laws require that well and facility sites
be abandoned and reclaimed, to the satisfaction of provincial authorities, in order to remediate these sites to near natural conditions. Also,
environmental laws may impose upon ―responsible persons‖ remediation obligations on property designated as a contaminated site.
Responsible persons include persons responsible for the substance causing the contamination, persons who caused the release of the substance
and any present or past owner, tenant or other person in possession of the site. Compliance with such legislation can require significant
expenditures. A breach of environmental laws may result in the imposition of fines and penalties and suspension of production, in addition to
the costs of abandonment and reclamation.

      In Nova Scotia, environmental laws are consolidated in the Nova Scotia Environment Act. Under this Act, environmental standards and
requirements applicable to compliance, cleanup and reporting are contained and administered by the Nova Scotia Department of Environment.

      In December 2002, the Government of Canada ratified the Kyoto Protocol, or the Protocol. The Protocol calls for Canada to reduce its
emissions of GHGs to 6% below 1990 ―business as usual‖ levels between 2008 and 2012. It remains uncertain whether the Kyoto target of 6%
below 1990 GHG emission levels will be enforced in Canada. On April 26, 2007, the Canadian government released ―Turning the Corner: An
Action Plan to Reduce Greenhouse Gases and Air Pollution,‖ or the Action Plan, which set forth a plan for regulations to address both GHG
and air pollution. On March 10, 2008, the Canadian government released an update to the Action Plan, ―Turning the Corner: Regulatory
Framework for Industrial Greenhouse Gas Emissions,‖ or the Updated Action Plan. Regulations for the implementation of the Updated Action
Plan were originally intended to be in force by January 1, 2010. To date, no such regulations have been proposed. Further, representatives of
the Canadian government have recently indicated that the proposals contained in the Updated Action Plan will be modified to ensure
consistency with the direction ultimately taken by the United States with respect to GHG emissions regulation. Since it is presently unclear
what approach will be adopted by the United States, the provisions of the Updated Action Plan, described below are expected to be
significantly modified.

      The proposed compliance mechanisms under the Updated Action Plan include an emissions credit trading system for GHGs and certain
industrial air pollutants, and several options for companies to choose among to meet GHG emission intensity reduction targets and encourage
the development of new emission reduction technologies, including the option of making payments into a technology fund, an emissions and
offset trading system, limited credits for emission reductions created between 1992 and 2006, and international emission credits under the clean
development mechanism under the Kyoto Protocol for up to 10% of each company’s regulatory obligation.

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       Environmental legislation in the Province of Alberta involving oil and natural gas operations has been consolidated into the
Environmental Protection and Enhancement Act (Alberta), the Water Act (Alberta) and the Oil and Gas Conservation Act (Alberta). These
statutes impose environmental standards, require compliance, reporting and monitoring obligations and impose penalties. In addition, GHG
emission reduction requirements are set out in the Climate Change and Emissions Management Act (Alberta) and came into effect on July 1,
2007. Under this legislation, Alberta facilities emitting more than 100,000 tonnes of GHGs a year must reduce their emissions intensity by 12%
from their respective baseline emissions. Companies have four options to choose from in order to meet the reduction requirements outlined in
this legislation, including: (i) making improvements to operations that result in reductions; (ii) purchasing emission credits from other sectors
or facilities that have reduced their emissions below the required emission intensity reduction levels; (iii) purchasing off-set credits from other
sectors or facilities that have emissions below the 100,000 tonne threshold and are voluntarily reducing their emissions in Alberta; or
(iv) contributing to the Climate Change and Emissions Management Fund. Companies can choose one of these options or a combination
thereof to meet their Alberta emissions reduction requirements.

   Climate Change
      Climate change has emerged as an important topic in public policy debate regarding our environment. It is a complex issue, with some
scientific research suggesting that rising global temperatures are the result of an increase in GHGs, which may ultimately pose a risk to society
and the environment. Products produced by the oil and natural gas exploration and production industry are a source of certain GHGs, namely
carbon dioxide and methane, and future restrictions on the combustion of fossil fuels or the venting of natural gas could have a significant
impact on our future operations.

Employees
      As of October 22 , 2010, we had eight full time employees. We consider our relations with our employees to be good.

Properties
      We maintain our principal office at 1625 Broadway, Suite 780, Denver, Colorado 80202. Our telephone number at that office is
(303) 260-7125 and our facsimile number is (303) 260-5080. Our current office space consists of approximately 2,370 square feet. The lease
runs until September 2013 at a cost of $4,816 per month.

Legal Proceedings
     From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
However, 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 such legal proceedings or claims that we believe will have, individually or in the
aggregate, a material adverse affect on our business, financial condition or results of operations.

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                                                                 MANAGEMENT

Directors and Executive Officers
       The following table sets forth information about our executive officers and directors as of July 31, 2010:

Name                                           Age    Position
F. Gardner Parker                              67     Chairman of the Board
Dr. Peter Hill                                 62     Chief Executive Officer and Director
Jonathan Samuels                               31     Chief Financial Officer, Corporate Secretary and Director
Stephen A. Holditch                            62     Director
Randal Matkaluk                                50     Director

      F. Gardner Parker has been a director and Chairman of the Board since November 2009. From 1970 to 1984, Mr. Parker worked at
Ernst & Ernst (now Ernst & Young LLP), an accounting firm, and was a partner at that firm from 1978 to 1984. Mr. Parker served as Managing
Outside Trust Manager with Camden Property Trust, a real estate investment trust, from 1998 to 2005 and still serves as a Trust Manager of
Camden Property Trust. He has also served as a director of Carrizo Oil & Gas, Inc. since 2000. Mr. Parker also serves on the boards of
Hercules Offshore, Inc., Gas Resources Inc. and Sharpes Compliance Corp. He is a graduate of the University of Texas and is a CPA in Texas.
Mr. Parker is board certified by the National Association of Corporate Directors. Mr. Parker previously served as a director of Blue Dolphin
Energy Company from 2004 to 2007. Mr. Parker’s qualifications to sit on the Board include significant public company governance and audit
experience.

      Dr. Peter Hill has been a director and our Chief Executive Officer since November 2009. Dr. Hill has over 37 years of experience in the
international oil and natural gas industry. He commenced his career in 1972 and spent 22 years in senior positions at British Petroleum
including Chief Geologist, Chief of Staff for BP Exploration, President of BP Venezuela and Regional Director for Central and South America.
Dr. Hill then worked as Vice President of Exploration at Ranger Oil Ltd. in England (1994-95), Managing Director Exploration and Production
at Deminex GMBH Oil in Germany (1995-97), Technical Director/Chief Operating Officer at Hardy Oil & Gas plc (1998-2000), President and
Chief Executive Officer at Harvest Natural Resources, Inc. (2000-2005), Director/Chairman at Austral Pacific Energy Ltd. (2006-2008),
independent advisor to Palo Alto Investors (January 2008 to December 2009) and Non-Executive Chairman at Toreador Resources Corporation
(January 2009 to present). Dr. Hill has a B.Sc. (Honors) in Geology and a Ph.D. Dr. Hill’s qualifications to sit on the Board include significant
public company governance experience, significant experience as an exploration geologist and over 20 years of general management
experience.

      Jonathan Samuels has been a director, and our Chief Financial Officer and Corporate Secretary since December 2009. Prior to joining us,
Mr. Samuels was an investment professional responsible for research and investment sourcing in the energy sector at Palo Alto Investors, a
hedge fund founded in 1989. Mr. Samuels worked for five years at California-based Palo Alto Investors. Mr. Samuels received his B.A. from
the University of California and his MBA from the Wharton School. He also has a Certified Financial Analyst designation. Mr. Samuels’s
qualifications to sit on the Board include significant capital markets experience and significant experience investing in public companies.

      Stephen A. Holditch has been a director since February 2006. Since January 2004, Mr. Holditch has been the Head of the Department of
Petroleum Engineering at Texas A&M University. Since 1976 through the present, Mr. Holditch has been a faculty member at Texas A&M
University, as an Assistant Professor, Associate Professor, Professor and Professor Emeritus. Since its founding in 1977 until 1997, when it
was acquired by Schlumberger Technology Corporation, Mr. Holditch was the Founder and President of S.A. Holditch & Associates, Inc., a
petroleum technology consulting firm providing analysis of low permeability natural gas reservoirs and designing hydraulic fracture treatments.
Mr. Holditch is a registered Professional Engineer in

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Texas, has received numerous honors, awards and recognitions and has authored or co-authored over 100 publications on the oil and natural
gas industry. Mr. Holditch received his B.S., M.S. and Ph.D. in Petroleum Engineering from Texas A&M University in 1969, 1970 and 1976,
respectively. Mr. Holditch’s qualifications to sit on the Board include significant experience with completions, well operations and fracture
technology.

     Randal Matkaluk has been a director since August 2007. From November 2008 to February 2010, Mr. Matkaluk was the Chief Financial
Officer and Corporate Secretary of Vigilant Exploration Inc., a private oil and natural gas exploration company. From March 2006 to October
2008, Mr. Matkaluk was an independent businessman. Mr. Matkaluk has been a director and officer of Virtutone Networks Inc. (formerly
Sawhill Capital Ltd.) since October 2005. Between January 2003 and February 2006, Mr. Matkaluk was the co-founder and Chief Financial
Officer of Relentless Energy Corporation, a private oil and natural gas exploration company. Between June 2001 and December 2002,
Mr. Matkaluk was the Chief Financial Officer of Antrim Energy Inc., a public international oil and natural gas exploration company listed on
the TSX Venture Exchange. Mr. Matkaluk has also worked for Gopher Oil and Gas Company and Cube Energy Corp. Mr. Matkaluk has been a
Chartered Accountant since 1983. Mr. Matkaluk received his Bachelor’s Degree in Commerce in 1980 from the University of Calgary.
Mr. Matkaluk’s qualifications to sit on the Board include significant public company governance and audit experience.

Composition of the Board
      Our Board currently consists of five members, including our Chief Executive Officer and Chief Financial Officer. We have three
directors that qualify as independent directors under the Canadian securities laws, the corporate governance standards of AMEX and the
independence requirements of Rule 10A-3 of the Exchange Act.

Board Leadership Structure
      Our Board understands that there is no single, generally accepted approach to providing board leadership and that given the dynamic and
competitive environment in which we operate, the right board leadership structure may vary as circumstances warrant. To this end, our Board
has no policy mandating the combination or separation of the roles of Chairman and Chief Executive Officer and believes the matter should be
discussed and considered from time to time as circumstances change. Upon the completion of this offering, we will have a separate Chairman
and Chief Executive Officer. This leadership structure is appropriate for us at this time as it permits our Chief Executive Officer to focus on
management of our day-to-day operations, while allowing our Chairman to lead our Board in its fundamental role of providing advice to and
independent oversight of management.

Board Oversight of Risk Management
      Our full Board oversees our risk management process. Our Board oversees a company-wide approach to risk management, carried out by
our management. Our full Board determines the appropriate risk for us generally, assesses the specific risks faced by our company and reviews
the steps taken by management to manage those risks.

      While the full Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in
certain specified areas. In particular, our compensation committee is responsible for overseeing the management of risks relating to our
executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our audit committee
oversees management of enterprise risks as well as financial risks and effective upon the consummation of this offering will also be responsible
for overseeing potential conflicts of interests. Pursuant to the Board’s instruction, management regularly reports on applicable risks to the
relevant committee or the full Board, as appropriate, with additional review or reporting on risks conducted as needed or as requested by the
Board and its committees.

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Board Committees
      The Board currently has a standing audit committee, compensation committee and nominating and corporate governance committee.
Members serve on these committees until their respective resignations or until otherwise determined by our Board. Our Board may from time
to time establish other committees.

   Audit Committee
      The audit committee is currently comprised of three directors, Messrs. Randal Matkaluk, F. Gardner Parker and Stephen Holditch, with
Mr. Matkaluk elected as Chairman of the committee. Our Board has determined that all members of the audit committee satisfy the
requirements to serve as ―independent‖ directors, as those requirements have been defined by Rule 10A-3 of the Exchange Act and AMEX.
The Board has determined that Mr. Matkaluk, who is a Chartered Accountant having over 25 years of financial experience, qualifies as an
―audit committee financial expert.‖ Mr. Matkaluk is independent of management based on the independence requirements set forth in the
Financial Industry Regulatory Authority’s definition of ―independent director.‖

      The audit committee is appointed by our Board to assist the Board in overseeing (1) the quality and integrity of our financial statements;
(2) the independent auditor’s qualifications and independence; (3) the performance of our independent auditor; and (4) our compliance with
legal and regulatory requirements. The authority and responsibilities of the audit committee are set forth in a written audit committee charter
adopted by the Board. The charter grants to the audit committee, sole responsibility for the appointment, compensation and evaluation of our
independent auditor, as well as establishing the terms of such engagements. The audit committee has the authority to retain the services of
independent legal, accounting or other advisors as the audit committee deems necessary, with appropriate funding available from us, as
determined by the audit committee, for such services. The audit committee reviews and reassesses the charter annually and recommends any
changes to the Board for approval.

   Compensation Committee
      Our compensation committee is currently comprised of three directors, Messrs. Randal Matkaluk, F. Gardner Parker and Stephen
Holditch, with Mr. Matkaluk elected as Chairman of the committee. Our Board has determined that all of the members of the compensation
committee are ―non-employee‖ directors as defined in Rule 16b-3(b)(3) under the Exchange Act, and ―outside‖ directors within the meaning of
Section 162(m)(4)(c)(i) of the Internal Revenue Code.

      Our compensation committee has responsibility for assisting the Board in, among other things, evaluating and making recommendations
regarding the compensation of our executive officers and directors, assuring that the executive officers are compensated effectively in a manner
consistent with our stated compensation strategy, periodically evaluating the terms and administration of our incentive plans and benefit
programs and monitoring of compliance with the legal prohibition on loans to our directors and executive officers.

   Nominating and Corporate Governance Committee
      The nominating and corporate governance committee is currently comprised of three directors, Messrs. Randal Matkaluk, F. Gardner
Parker and Stephen Holditch, with Mr. Matkaluk elected as Chairman of the committee. Our Board has determined that all members of the
nominating and corporate governance committee satisfy the requirements to serve as ―independent‖ directors, as those requirements have been
defined by Rule 10A-3 of the Exchange Act and AMEX.

     The nominating and corporate governance committee will be responsible for identifying, screening and recommending candidates to the
Board for Board membership; advising the Board with respect to the corporate governance principles applicable to us; and overseeing the
evaluation of the board and management.

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    Qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought as a
complement to the existing composition of the Board. However, at a minimum, candidates for director must possess:
        •    high personal and professional ethics and integrity;
        •    the ability to exercise sound judgment;
        •    the ability to make independent analytical inquiries;
        •    a willingness and ability to devote adequate time and resources to diligently perform Board and committee duties; and
        •    the appropriate and relevant business experience and acumen.

     In addition to these minimum qualifications, the nominating and corporate governance committee will also take into account when
considering whether to nominate a potential director candidate the following factors:
        •    whether the person possesses specific industry expertise and familiarity with general issues affecting our business;
        •    whether the person’s nomination and election would enable the Board to have a member that qualifies as an ―audit committee
             financial expert‖ as such term is defined by the SEC in Item 401 of Regulation S-K;
        •    whether the person would qualify as an ―independent‖ director under the listing standards of the various stock markets and
             exchanges;
        •    the importance of continuity of the existing composition of the Board to provide long-term stability and experienced oversight; and
        •    the importance of diversified Board membership, in terms of both the individuals involved and their various experiences and areas
             of expertise.

      The nominating and corporate governance committee will also consider director candidates recommended by stockholders provided such
recommendations are submitted in accordance with the procedures set forth below. In order to provide for an orderly and informed review and
selection process for director candidates, the Board has determined that stockholders who wish to recommend director candidates for
consideration by the Board must comply with the following:
        •    the recommendation must be made in writing to our Corporate Secretary;
        •    the recommendation must include the candidate’s name, home and business contact information, detailed biographical data and
             qualifications, information regarding any relationships between us and the candidate within the last three years and evidence of the
             recommending person’s ownership of our common stock;
        •    the recommendation shall also contain a statement from the recommending stockholder in support of the candidate; professional
             references, particularly within the context of those relevant to board membership, including issues of character, judgment,
             diversity, age, independence, expertise, corporate experience, length of service, other commitments and the like; and
        •    a statement from the stockholder nominee indicating that such nominee wants to serve on the Board and could be considered
             ―independent‖ under the listing standards of the various stock markets and exchanges and the SEC, as in effect at that time.

       All candidates submitted by stockholders will be evaluated by the Board according to the criteria discussed above and in the same manner
as all other director candidates.

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Code of Ethics
      We have adopted a code of business conduct and ethics (within the meaning of Item 406(b) of Regulation S-K) that applies to our
directors, officers and employees. The code of business conduct and ethics is designed to deter wrongdoing and to promote honest and ethical
conduct and full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications. The code of
business conduct and ethics promotes compliance with applicable governmental laws, rules and regulations. The code of business conduct and
ethics is posted to our website.

Compensation Committee Interlocks and Insider Participation
      None of our officers or employees are members of the compensation committee. None of our executive officers serve on the board of
directors or compensation committee of a company that has an executive officer that serves on our Board or compensation committee. No
member of our Board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors
or compensation committee of that company.

Director Compensation
    The following table summarizes the compensation awarded during the fiscal year ended January 31, 2010 to our directors who are not
named executive officers in the summary compensation table under ―Executive Compensation‖:

                                                                                           Fees
                                                                                         Earned                      Option
                                                                                         or Paid      Stock          Awards
Name                                                                                     in Cash     Awards           (b)              Total
Stephen A. Holditch                                                                  $    40,000     $   —        $ 37,698          $ 77,698
David L. Bradshaw(a)                                                                 $    33,333     $   —        $ 103,900         $ 137,233
Randal Matkaluk                                                                      $    40,000     $   —        $ 119,406         $ 159,406
F. Gardner Parker                                                                    $    12,500     $   —        $   1,819         $ 14,319

(a)    Mr. Bradshaw resigned from the Board on November 30, 2009.
(b)    This column represents the grant date fair value of stock options under FASB ASC Topic 718 granted to each of the directors who are
       not named executive officers during the fiscal years ending January 31, 2010. For additional information on the valuation assumptions
       with respect to the grants during the fiscal year ending January 31, 2010, refer to Note 11 of our audited consolidated financial statements
       for the fiscal year ending January 31, 2010 included in this prospectus.

     Director compensation for the fiscal year ended January 31, 2011 will be $50,000 annually for Randal Matkaluk and Stephen Holditch
and $75,000 annually for F. Gardner Parker.

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                                                       EXECUTIVE COMPENSATION

Summary Compensation Table
     The following tables set forth certain information regarding our principal executive officer and each of our most highly-compensated
executive officers whose total annual salary and bonus for the fiscal years ending January 31, 2010 and 2009 exceeded $100,000:

                                                                                                                      All Other
                                                                                                    Option            Compen-
Name & Principal Position                       Year            Salary ($)        Bonus ($)       Awards ($)(g)       sation ($)       Total ($)
Dr. Peter Hill(a),                               2010       $      41,667         $     —     $           5,660   $          —     $      47,327
  CEO, Principal Executive Officer
Jonathan Samuels(b),                             2010       $      25,000         $     —     $           3,841   $          —     $      28,841
  CFO, Principal Financial Officer
Mark Gustafson(c),                               2010       $ 186,820             $    —      $        138,600    $ 233,525        $ 558,945
 Former CEO, Principal Executive Officer         2009       $ 201,000             $ 29,000    $         47,481    $     835        $ 278,316
Howard Anderson(d),                              2010                                         $         80,180    $ 131,552        $ 382,984
  Former President and COO                       2009       $ 156,000             $     —     $         93,798    $   2,326        $ 252,124
Shaun Toker(e),                                  2010       $ 122,601             $ 23,353    $         88,522    $      93,410    $ 327,886
  Former CFO, Principal Financial Officer        2009       $ 122,000             $ 39,000    $         57,545    $       5,533    $ 224,078
Ron Hietala(f),                                  2009       $      48,000         $ 16,000    $             —     $          197   $      64,197
  Former President of Elmworth Energy
  Corporation and Triangle USA Petroleum
  Corporation

(a)   Effective November 30, 2009, we agreed to pay a salary of $250,000 per year to Dr. Hill. For a description of Dr. Hill’s option awards,
      see ―—Outstanding Equity Awards at Fiscal Year-End Table.‖
(b)   Effective December 16, 2009, we agreed to pay a salary of $200,000 per year to Mr. Samuels. For a description of Mr. Samuels’ option
      awards, see ―—Outstanding Equity Awards at Fiscal Year-End Table.‖
(c)   On November 1, 2006, we agreed to pay a salary of Cdn $24,000 per month to Mr. Gustafson. Effective March 17, 2008, we agreed to
      pay a salary of Cdn $20,000 per month to Mr. Gustafson. Mr. Gustafson resigned effective November 30, 2009 and we agreed to pay a
      severance of Cdn $250,000, which is included as ―All Other Compensation,‖ and fully vested his 500,000 stock options granted
      January 28, 2009 and extended the expiration date of such options from 10 days after resignation to one year.
(d)   Effective February 1, 2008, we agreed to pay a salary of Cdn $15,000 per month to Mr. Anderson. On July 1, 2008, we agreed to pay a
      salary of Cdn $16,667 per month to Mr. Anderson. Mr. Anderson resigned effective January 5, 2010 and we agreed to pay a severance of
      Cdn $133,333, which is included as ―All Other Compensation.‖
(e)   Effective September 1, 2007, we agreed to pay an annual salary of Cdn $120,000 to Mr. Toker until December 31, 2007. Effective
      January 1, 2008, we agreed to pay an annual salary of Cdn $150,000 to Mr. Toker. Mr. Toker resigned from his officer positions
      effective December 23, 2009 and we agreed to pay a severance of Cdn $100,000, which is included as ―All Other Compensation.‖
(f)   Mr. Hietala is a former director and former President of Elmworth Energy Corporation and Triangle USA Petroleum Corporation, our
      two operating subsidiaries. On June 23, 2005, we entered into a management consulting agreement with RWH Management Services
      Ltd. (RWH Management Serves Ltd. is owned by Mr. Hietala). Under the terms of the agreement, we agreed to pay $20,000 per month
      for an initial term of two years. The agreement was extended to December 31, 2007. Effective March 17, 2008, we agreed to pay a salary
      of Cdn $16,667 per month to Mr. Hietala. Mr. Hietala resigned effective June 30, 2008.

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(g)   This column represents the grant date fair value of stock options under FASB ASC Topic 718 granted to each of the named executive
      officers in fiscal years ending January 31, 2010 and 2009. For additional information on the valuation assumptions with respect to the
      grants during the fiscal years ending January 31, 2010 and 2009, refer to Note 11 of our audited consolidated financial statements for the
      fiscal year ending January 31, 2010 included in this prospectus.

Employment Agreements with Executive Officers
      Both Dr. Hill and Mr. Samuels have entered into employment agreements with us effective January 29, 2010. The agreements provide for
a two year term for Dr. Hill and a one year term for Mr. Samuels with an automatic renewal for an additional year unless either party provides
written notice of non-renewal.

   Peter Hill
      The agreement with Dr. Hill provides for an annual salary of not less than $250,000. In addition, Dr. Hill is eligible to receive an annual
bonus of up to 200% of base salary based upon performance, or the Hill STI Award, as determined by the compensation committee of the
Board, and a one-time award of 200% of base salary paid in unrestricted stock, based on achievement of certain short-term goals set forth in the
agreement. These goals include, among others, the completion of a capital raise sufficient for the development of core assets in 2010. Dr. Hill
was also granted an initial stock award of 2,000,000 shares. Additionally, he is entitled to participate in any and all benefit plans, from time to
time, in effect for executives, along with vacation, sick and holiday pay in accordance with our policies established and in effect from time to
time. In the event that Dr. Hill’s employment is terminated by us without cause (as defined in the employment agreement) or by the employee
for good reason, Dr. Hill is entitled to the continuation of payment of annual salary for an 18-month period, any unpaid Hill STI Award, the
target Hill STI Award for the year in which termination occurs (pro rated for the period worked prior to the termination), benefits for an
18-month period and the immediate vesting of all shares of common stock previously awarded. In the event that Dr. Hill’s employment is
terminated by us without cause or Dr. Hill resigns with or without good reason within one year of a Change of Control (as defined in the
employment agreement), he is entitled to a lump sum cash payment of two and one-half times annual salary, any unpaid Hill STI Award, the
target Hill STI Award for the year in which termination occurs (pro rated for the period worked prior to the termination), benefits for a
30-month period and the immediate vesting of all shares of common stock previously awarded.

   Jonathan Samuels
      The agreement with Mr. Samuels provides for an annual salary of not less than $200,000. In addition, Mr. Samuels is eligible to receive
an annual bonus of up to 200% of base salary based upon performance, or the Samuels STI Award, as determined by the compensation
committee of the Board, and a one-time award of 200% of base salary paid in unrestricted stock, based on achievement of certain short-term
goals set forth in the agreement. These goals include, among others, the completion of a capital raise sufficient for the development of core
assets in 2010. Mr. Samuels was also granted an initial stock award of 1,550,000 shares. Additionally, he is entitled to participate in any and all
benefit plans, from time to time, in effect for executives, along with vacation, sick and holiday pay in accordance with our policies established
and in effect from time to time. In the event that Mr. Samuels’ employment is terminated by us without cause (as defined in the employment
agreement) or by the employee for good reason, Mr. Samuels is entitled to the continuation of payment of annual salary for a 12-month period,
any unpaid Samuels STI Award, the target Samuels STI Award for the year in which termination occurs (pro rated for the period worked prior
to the termination), benefits for a 12-month period and the immediate vesting of all shares of common stock previously awarded. In the event
that Mr. Samuels’ employment is terminated by us without cause or Mr. Samuels resigns with or without good reason within one year of a
Change of Control (as defined in the employment agreement), he is entitled to a lump sum cash payment of two times annual salary, any unpaid
Samuels STI Award, the target Samuels STI Award for the year in which termination occurs (pro rated for the period worked prior to the
termination), benefits for a 24-month period and the immediate vesting of all shares of common stock previously awarded.

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      Potential Payments Upon Change of Control
      The following table sets forth the estimated potential payments and other benefits each of our named executive officers would have
received in the event of a termination without cause or a resignation by the executive within one year of a Change of Control (as defined in the
employment agreements). We have assumed that the event triggering the payment occurred on April 30, 2010. The table does not include
Accrued Obligations (as defined in the employment agreements) at the time of the triggering event. All calculations assume a stock value of
$7.70 per share, which was the closing price of our common stock on the OTC Bulletin Board on April 30, 2010, after giving effect to the
reverse stock split.

                                                                         Pro-rata                Stock
                                                                           Short                Options
                                                        Multiple           Term                (Vesting
                                                        of Base          Incentive            Accelerated)
Name                                                    Salary            Award                   (a)           Benefits            Total
Peter Hill                                           $ 625,000          $ 250,000         $       903,000     $ 19,000         $   1,797,000
Jonathan Samuels                                       400,000            200,000                 612,750        9,500             1,222,250

(a)     Amounts represent the spread between the exercise price and the closing price of our common stock on April 30, 2010 of options that
        would vest on an accelerated basis if a Change of Control (as defined in the employment agreements) or other triggering event occurred
        on that day.

Termination Agreements
      Mark Gustafson
      On November 30, 2009, Mr. Gustafson signed a separation agreement with us and resigned as our Chief Executive Officer and from our
Board. Mr. Gustafson also resigned as an officer and director of all of our subsidiaries. Mr. Gustafson was paid Cdn $250,000, which
represented severance payments and all accrued but unused vacation and sick/personal time. The options granted to Mr. Gustafson under the
2005 stock option plan were cancelled and the options granted to Mr. Gustafson during calendar year 2009 immediately vested and became
exercisable by him for a period of one year.

      J. Howard Anderson
      On December 23, 2009, Mr. Anderson signed a termination agreement with us and resigned as our President, Chief Operating Officer and
Vice President of Engineering, effective January 4, 2010. Mr. Anderson also resigned as an officer of all of our subsidiaries. Mr. Anderson was
paid severance in the amount of Cdn $133,333.34. Mr. Anderson agreed to provide us with transition consulting services through March 31,
2010, for which he received 100,000 shares of the our common stock. Mr. Anderson was entitled to retain 100,000 previously issued stock
options, but he agreed to forfeit all other stock options.

      Shaun Toker
      On December 23, 2009, Mr. Toker signed a termination agreement with us and resigned as our Chief Financial Officer and Corporate
Secretary. Mr. Toker also resigned as an officer of all of our subsidiaries. Mr. Toker was paid severance in the amount of Cdn $100,000.
Mr. Toker forfeited 300,000 stock options. Mr. Toker continued to be employed by us as a Senior Financial Advisor through April 30, 2010.
As a part of Mr. Toker’s compensation, he received 200,000 shares of our common stock.

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Outstanding Equity Awards at Fiscal Year-End Table
      The following table sets forth information for the named executive officers regarding the number of shares of common stock subject to
both exercisable and unexercisable stock options, after giving effect to the reverse stock split, as well as the exercise prices and expiration dates
thereof, as of January 31, 2010.

                                                                Option Awards
                                                                         Number of            Number of
                                                                          Securities           Securities
                                                                         Underlying           Underlying
                                                                        Unexercised           Unexercised           Option             Option
                                                                           Options              Options             Exercise          Expiration
Name                                                                     Exercisable         Unexercisable           Price              Date
Peter Hill(a)                                                                    —                140,000          $    1.25            11/30/14
Jonathan Samuels(b)                                                              —                 95,000               1.25            11/30/14

(a)    Dr. Hill’s options vest ratably over a three-year period beginning on the first anniversary of the grant date, which was November 30,
       2009.
(b)    Mr. Samuels’ options vest ratably over a three-year period beginning on the first anniversary of the grant date, which was November 30,
       2009.

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                                                       PRINCIPAL STOCKHOLDERS

      The following table sets forth certain information with respect to the beneficial ownership of our common stock, after giving effect to the
reverse stock split, of: (1) each person or entity who owns of record or beneficially 5% or more of any class of our voting securities; (2) each of
our named executive officers and directors; and (3) all of our directors and named executive officers as a group. The percentage of beneficial
ownership of our common stock prior to this offering is based upon 10,539,084 shares issued and outstanding on October 22, 2010 (after giving
effect to the reverse stock split), not reflecting the completion of this offering.

      Beneficial ownership is determined in accordance with the rules of SEC. Under SEC rules, a person is deemed to be a ―beneficial owner‖
of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition
of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial
ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership
percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a
beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no
economic interest.

      Except as otherwise indicated in the footnotes below, each of the beneficial owners has, to our knowledge, sole voting and investment
power with respect to the indicated shares of common stock. Unless otherwise noted, the address of each beneficial owner is 1625 Broadway,
Suite 780, Denver, Colorado 80202.

                                                                             Shares Beneficially                             Shares Beneficially
                                                                             Owned Prior to the                               Owned After the
                                                                                 Offering                                        Offering
                                                                                      Number of
                                                                                        Shares
                                                                                        (Giving
                                                         Number of                    Effect to the
                                                           Shares                       Reverse
Name and Address of Beneficial Owner                      (Actual)                    Stock Split)      Percentage              Percentage
Dr. Peter Hill                                               466,667 (1)                     46,667              *                                 *
Jonathan Samuels                                             316,667 (2)                     31,667              *                                 *
F. Gardner Parker                                            150,000 (3)                     15,000              *                                 *
Randal Matkaluk                                              150,000                         15,000              *                                 *
Stephen A. Holditch                                          138,000                         13,860              *                                 *
All executive officers and directors as a group
  (5 persons)                                              1,221,933 (4)                   122,193            1.16 %                               *
Palo Alto Investors, LLC                                  14,751,350 (5)                 1,475,135           14.00 %                         7.55 %
470 University Avenue
Palo Alto, California 94301
Sprott Asset Management                                    5,577,700 (6)                   557,770            5.29 %                         2.85 %
200 Bay Street, Suite 2700
Box 27 Toronto, Ontario M5J 2J1
Cambrian Capital L.P.                                     19,393,939 (7)                 1,939,394           18.40 %                         9.93 %
45 Coolidge Point
Manchester, Massachusetts 01944

*     Less than 1%.
(1)   All 466,667 shares of common stock are underlying options that are currently exercisable or exercisable within 60 days.
(2)   All 316,667 shares of common stock are underlying options that are currently exercisable or exercisable within 60 days.
(3)   All 150,000 shares of common stock are underlying options that are currently exercisable or exercisable within 60 days.

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(4)   Includes 933,334 shares of common stock underlying options that are currently exercisable or exercisable within 60 days.
(5)   As reported pursuant to a Schedule 13G/A filed with the SEC on June 9, 2010. Palo Alto Investors, LLC is a registered investment
      adviser and general partner of Palo Alto Global Energy Liquidating Fund, L.P., who in the aggregate, owns 4,995,446 shares of our
      common stock. Palo Alto Investors, Inc. is the manager of Palo Alto Investors, LLC. William L. Edwards is the controlling shareholder
      and President of Palo Alto Investors, Inc. Each of Mr. Edwards, Palo Alto Investors, Inc. and Palo Alto Investors, LLC disclaims
      beneficial ownership of the common stock except to the extent of that person’s pecuniary interest therein and each disclaims that it is, the
      beneficial owner, as defined in Rule 13d-3 under the Exchange Act, of any of the common stock.
(6)   As reported pursuant to a Schedule 13G/A filed with the SEC on July 8, 2010. Kirstin McTaggart, the Chief Compliance Officer of
      Sprott Asset Management, has voting and dispositive power over the shares held by Sprott Asset Management. Ms. McTaggart disclaims
      beneficial ownership of the common stock.
(7)   As reported pursuant to a Schedule 13G filed with the SEC on March 22, 2010. Cambrian Capital L.P. serves as the investment manager
      to CamCap Energy Offshore Master Fund, L.P., which owns 12,121,212 shares of our common stock, and CamCap Resources Offshore
      Master Fund, L.P., which owns 7,272,727 shares of our common stock. CamCap Resources Partners, LLC serves as general partner of
      CamCap Resources Offshore Master Fund, L.P. CamCap Energy Partners, LLC serves as general partner of CamCap Energy Offshore
      Master Fund, L.P. Cambrian Capital, LLC is the general partner of Cambrian Capital L.P. Ernst von Metzsch and Roland von Metzsch
      are the managers of each of Cambrian Capital, LLC, CamCap Resources Partners, LLC and CamCap Energy Partners, LLC, and in such
      capacities may be deemed to have voting and investment control over the shares for such entities. Each of the reporting persons disclaims
      beneficial ownership of all shares except to the extent of its pecuniary interest therein.

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                                CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

      There have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any
director, executive officer or beneficial holder of more than 5% of the outstanding common stock, or any of their respective relatives, spouses,
associates or affiliates, has had or will have any direct or material indirect interest. Related party transactions are subject to review and
oversight by our audit committee.

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                                                    DESCRIPTION OF SHARE CAPITAL

      The following summary of our capital stock is subject in all respects to the applicable provisions of the Nevada General Corporation Law,
or the NGCL, our articles of incorporation, as amended, or our ―articles of incorporation‖ and bylaws, as amended and restated, or our
―bylaws,‖ which will go into effect simultaneously with the reverse stock split.

General
      After the amendment to the articles of incorporation reducing the number of authorized shares of common stock, we will be authorized to
issue up to 70,000,000 shares of common stock, with a par value of $0.00001. As of the date of this prospectus, there are 10,539,084 shares of
our common stock outstanding, after giving effect to the reverse stock split. We are not authorized to issue any shares of preferred stock.

Common Stock
   Voting Rights
       Holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The affirmative vote
of a plurality of the votes cast at the meeting of the stockholders at which there is a quorum by the holders of shares of our common stock
entitled to vote in the election are required to elect each director. Other matters to be voted on by our stockholders must be approved by the
affirmative vote of a majority of the shares represented at the meeting at which there is a quorum and entitled to vote on such matter (which
shares voting affirmatively also constitute at least a majority of the required quorum), unless the vote of a greater number or voting by classes
is required by applicable law, our articles of incorporation or our bylaws. On any matter other than the election of directors, any stockholder
may vote part of the shares in favor of or in opposition to the proposal and refrain from voting the remaining shares. However, if the
stockholder fails to specify the number of shares which the stockholder is voting, it will be conclusively presumed that the stockholder’s vote is
with respect to all shares that the stockholder is entitled to vote. Holders of our common stock will not have the right to cumulate votes in
elections of directors.

   Liquidation Rights
      Upon our liquidation, dissolution and winding up, the holders of our common stock are entitled to share ratably in our assets which are
legally available for distribution after payment of all debts and other liabilities.

   Dividend Rights
      Holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board.

   Preemptive Rights
      The common stock has no preemptive or conversion rights or other subscription rights. In connection with the August Private Placements,
we have entered into subscription and registration rights agreements that give certain accredited investors an option to purchase shares of our
common stock in connection with and on the same terms as any registered public offering in a pro rata proportion to such accredited investor’s
fully diluted shares of common stock. Such accredited investors may be able to participate in this offering to the extent of such option.

   No Redemption Rights, Conversion Rights or Sinking Fund
      There are no redemption, conversion or sinking fund provisions applicable to the common stock.

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   Registration Rights
      In connection with the August Private Placement, we entered into subscription and registration rights agreements with certain accredited
investors. Under the subscription and registration rights agreements, subject to certain restrictions and limitations, we agreed to permit the
accredited investors to include their shares purchased in the private placement in any registration statement we file with the SEC to register
common stock for our account or for the account of any other stockholder (other than on Forms S-4 or S-8) within 6 months of the closing of
the private placement. Such restrictions and limitations include the right of the underwriters of a public offering to limit the number of shares
included in the registration statement.

   Stockholder Action; Special Meetings
      Our bylaws provide that stockholders’ action can only be taken at an annual or special meeting of stockholders except that stockholder
action by written consent can be taken if the consent is signed by the holders of outstanding shares having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and
voted. Our bylaws provide that, except as otherwise required by law or our articles of incorporation, special meetings of the stockholders may
be called at any time by our president or by a majority of the Board.

   Number of Directors; Removal; Vacancies
      Our bylaws currently specify that the number of directors shall be at least one and no more than 13 persons, unless otherwise determined
by a vote of the majority of the Board. Our Board currently consists of five persons.

      Pursuant to our bylaws and the Nevada Revised Statutes, or the NRS, each director serves until the next annual meeting and until his or
her successor has been elected and qualified or his or her removal or resignation, and directors may be removed from office by the vote of
stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote.

      Our bylaws further provide that vacancies resulting from newly created directorships in our Board may be filled by a majority of our
Board, even if less than a quorum is present, or by a sole remaining director. Any director so chosen will hold office until his or her successor
has been elected at an annual or special meeting of stockholders and has been qualified, or his or her removal or resignation.

   Anti-Takeover Effects of Certain Provisions of Nevada Law
      We are subject to the anti-takeover law of the NRS, commonly known as the Business Combinations Act. This law provides that
specified persons who, together with affiliates and associates, own, or within three years did own, 10% or more of the outstanding voting stock
of a corporation cannot engage in specified business combinations with the corporation for a period of three years after the date on which the
person became an interested stockholder. The law defines the term ―business combination‖ to encompass a wide variety of transactions with or
caused by an interested stockholder, including mergers, asset sales and other transactions in which the interested stockholder receives or could
receive a benefit on other than a pro rata basis with other stockholders. This provision has an anti-takeover effect for transactions not approved
in advance by our Board, including discouraging takeover attempts that might result in a premium over the market price for the shares of our
common stock.

      We have opted out of the Acquisition of Controlling Interest Statutory Provisions of the NRS.

   Amendment of Bylaws
      Our bylaws may be amended by (i) a majority of all the stock issued and outstanding and entitled to vote at an annual or special meeting
of stockholders or (ii) a majority of the Board.

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   Transfer Agent and Registrar
      The transfer agent and registrar for the common stock in the United States is Continental Stock Transfer & Trust Company, 17 Battery
Place, New York, New York 10004 and in Canada is Olympia Trust Company, 2300, 125—9 Avenue SE Calgary, Alberta T2G0P6.

   Listing
      We have received conditional approval to list our common stock on AMEX under the symbol ―TPLM.‖ Such listing is conditioned upon
completion of the reverse stock split. Our common stock is currently quoted on the OTC Bulletin Board under the symbol ―TPLM‖ and the
TSX Venture Exchange under the symbol ―TPE.‖ In order to meet the requirements of the TSX Venture Exchange with respect to the reverse
stock split, our common stock will be quoted under a new symbol after the reverse stock split.

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                                                                UNDERWRITING

     We are offering the shares of common stock described in this prospectus through the underwriters named below. Johnson Rice &
Company L.L.C. is acting as sole book-running manager of the offering and as representative of the underwriters named below. Subject to the
terms and conditions of the underwriting agreement between us and the representative, we have agreed to sell to the underwriters, and each
underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover
page of this prospectus, the number of shares of common stock listed next to its name in the following table:

                                                                                                                                Number of
      Underwriters                                                                                                               Shares

      Johnson Rice & Company L.L.C.
      Canaccord Genuity Inc.
      Rodman & Renshaw, LLC
          Total                                                                                                                   9,000,000


     The underwriting agreement provides that the underwriters’ obligation to purchase our common stock is subject to approval of legal
matters by counsel and the satisfaction of the conditions contained in the underwriting agreement. The conditions contained in the underwriting
agreement include the conditions that the representations and warranties made by us to the underwriters are true, that there has been no material
adverse change to our condition or in the financial markets and that we deliver to the underwriters customary closing documents. The
underwriters are obligated to purchase all of the shares of common stock (other than those covered by the over-allotment option described
below) if they purchase any of the shares of common stock.

Option to Purchase Additional Common Shares
      We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 1,350,000
additional shares of common stock at the public offering price per share less the underwriting discount shown on the cover page of this
prospectus. The underwriters may exercise this option solely to cover over-allotments, if any, made in connection with this offering.

Underwriting Discount and Expenses
     The underwriters propose to offer the common stock to the public at the public offering price set forth on the cover of this prospectus.
The underwriters may offer the common stock to securities dealers at the price to the public less a concession not in excess of $          per
ordinary share. After the common stock is released for sale to the public, the underwriters may vary the offering price and other selling terms
from time to time.

      The following table summarizes the compensation to be paid to the underwriters by us:

                                                                                                            Total
                                                                                                           Without                  With
                                                                                  Per share             over-allotment          over-allotment
      Public offering price                                                   $                     $                       $
      Underwriting discounts and commissions to be paid by us                 $                     $                       $
      Proceeds, before expenses, to us                                        $                     $                       $

      We estimate our expenses associated with the offering, excluding underwriting discounts and commissions, will be approximately
$       .

Indemnification
      We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the U.S. federal securities laws, or to
contribute to payments that may be required to be made in respect of these liabilities.

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Lock-Up Agreements
      We and our officers and directors have agreed that, for a period of 120 days from the date of this prospectus, we and they will not,
without the prior written consent of Johnson Rice & Company L.L.C., directly or indirectly, offer, pledge, sell, contract to sell, sell any option
or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose
of any common stock or any securities convertible into or exercisable or exchangeable for common stock, or file any registration statement
under the Securities Act with respect to any of the foregoing or enter into any swap or any other agreement or transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership of the common stock, except for the sale to the underwriters in
this offering, the issuance by us of any securities or options to purchase common stock under existing, amended or new employee benefit plans
maintained by us, the filing of or amendment to any registration statement related to the foregoing, the filing by us of a registration statement to
register the resale of shares issued in the August Private Placement and shares issued in accordance with the agreement entered into in
connection with the Williston Purchase, the issuance by us of securities in exchange for or upon conversion of our outstanding securities
described herein or certain transfers in the case of officers or directors in the form of bona fide gifts, intra family transfers and transfers related
to estate planning matters. Notwithstanding the foregoing, if (1) during the last 17 days of such 120 -day restricted period we issue an earnings
release or (2) prior to the expiration of such 120 -day restricted period we announce that we will release earnings results during the 16-day
period beginning on the last day of the 120 -day restricted period, the foregoing restrictions shall continue to apply until the expiration of the
18-day period beginning on the issuance of the earnings release; provided, however, that this sentence will not apply if, as of the expiration of
the restricted period, our common stock is an ―actively-traded security‖ as defined in Regulation M. Johnson Rice & Company L.L.C. has
advised us that it does not have any present intent to release the lock-up agreements prior to the expiration of the applicable restricted period.

Price Stabilization, Short Positions and Penalty Bids; Passive Market Making
      The underwriters may engage in over-allotment, stabilizing transactions, syndicate covering transactions, penalty bids and passive market
making in accordance with Regulation M under the Exchange Act. Over-allotment involves syndicate sales in excess of the offering size, which
creates a syndicate short position. Covered short sales are sales made in an amount not greater than the number of shares available for purchase
by the underwriters under its over-allotment option. The underwriters may close out a covered short sale by exercising its over-allotment option
or purchasing shares in the open market. Naked short sales are sales made in an amount in excess of the number of shares available under the
over-allotment option. The underwriters must close out any naked short sale by purchasing shares in the open market. Stabilizing transactions
permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of shares of common stock in the open market after the distribution has been completed in order to cover
syndicate short positions. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the shares of
common stock originally sold by such syndicate member is purchased in a syndicate covering transaction to cover syndicate short positions.
Penalty bids may have the effect of deterring syndicate members from selling to people who have a history of quickly selling their shares. In
passive market making, market makers in our common stock who are underwriters or prospective underwriters may, subject to certain
limitations, make bids for or purchases of the common stock until the time, if any, at which a stabilizing bid is made. These stabilizing
transactions, syndicate covering transactions and penalty bids may cause the price of our common stock to be higher than it would otherwise be
in the absence of these transactions. In connection with this offering, the underwriters may engage in passive market making transactions in the
shares of common stock in accordance with Rule 103 of Regulation M under the Exchange Act during the period before the commencement of
offers or sales of common stock and extending through the completion of distribution. A passive market maker must display its bids at a price
not in excess of the highest independent bid of the security. However, if all independent bids are lowered below the passive market maker’s bid
that bid must be lowered when specified purchase limits are exceeded.

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      The underwriters are not required to engage in these activities, and may end any of these activities at any time.

Electronic Distribution
      This prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters. The
underwriters may agree to allocate a number of shares of common stock for sale to their online brokerage account holders. The common stock
will be allocated to underwriters that may make Internet distributions on the same basis as other allocations. In addition, common stock may be
sold by the underwriters to securities dealers who resell common stock to online brokerage account holders.

      Other than this prospectus in electronic format, information contained in any website maintained by an underwriter is not part of this
prospectus or registration statement of which the prospectus forms a part, has not been endorsed by us and should not be relied on by investors
in deciding whether to purchase common stock. The underwriters are not responsible for information contained in websites that they do not
maintain.

Relationship with the Underwriters
      From time to time, the underwriters have provided, and may continue to provide, investment banking services to us in the ordinary course
of their businesses, and have received, and may continue to receive, compensation for such services.

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                                                               LEGAL MATTERS

      The validity of our common stock offered by this prospectus will be passed upon for us by Jones Vargas, Chartered, Las Vegas, Nevada.
Certain legal matters will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain Canadian legal
matters will be passed upon by Blake, Cassels & Graydon LLP, Toronto, Ontario, Canada. Certain legal matters with respect to this offering
will be passed upon for the underwriters by Porter & Hedges LLP, Houston, Texas. Certain Canadian legal matters will be passed upon for the
underwriters by Bennett Jones LLP.


                                                                    EXPERTS

      The consolidated financial statements of Triangle Petroleum Corporation as of January 31, 2010 and 2009, and for each of the years in
the two-year period ended January 31, 2010, have been included herein and in the registration statement in reliance upon the report of KPMG
LLP, independent registered public accounting firm, appearing elsewhere herein, and upon their authority of said firm as experts in accounting
and auditing.


                                             WHERE YOU CAN FIND MORE INFORMATION

      This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information contained
in the registration statement and all of the exhibits and schedules thereto. For further information about us, please see the complete registration
statement. Please refer to the exhibits to the registration statement for complete copies of certain of the agreements or other documents that are
summarized in this prospectus.

      We file annual, quarterly and special reports, proxy statements and other information with the SEC under the Exchange Act. You may
read and copy the registration statement, including exhibits and schedules filed with it, at the SEC’s public reference facilities at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room in Washington, D.C. by
calling the SEC at 1-800-SEC-0330.

     We file information electronically with the SEC. Our SEC filings also are available from the SEC’s Internet site at http://www.sec.gov,
which contains reports, proxy and information statements and other information regarding issuers that file electronically.

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                                                 TRIANGLE PETROLEUM CORPORATION
                                                  INDEX TO FINANCIAL STATEMENTS

                                                                                                                        Page
Report of Independent Registered Public Accounting Firm                                                                   F-2
Consolidated Balance Sheets as of January 31, 2010 and 2009                                                               F-3
Consolidated Statements of Operations for each of the years ended January 31, 2010 and 2009                               F-4
Consolidated Statements of Cash Flows for each of the years ended January 31, 2010 and 2009                               F-5
Consolidated Statement of Stockholders’ Equity for each of the years ended January 31, 2010 and 2009                      F-6
Notes to the Consolidated Financial Statements                                                                            F-7
Consolidated Balance Sheets as of July 31, 2010 and January 31, 2010 (unaudited)                                         F-23
Consolidated Statements of Operations for the three and six months ended July 31, 2010 and 2009 (unaudited)              F-24
Consolidated Statements of Cash Flows for the three and six months ended July 31, 2010 and 2009 (unaudited)              F-25
Consolidated Statements of Stockholders’ Equity for the three and six months ended July 31, 2010 and 2009 (unaudited)    F-26
Notes to the Unaudited Consolidated Financial Statements                                                                 F-27

                                                                    F-1
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                                          Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Triangle Petroleum Corporation
     We have audited the accompanying consolidated balance sheets of Triangle Petroleum Corporation and its subsidiaries as of January 31,
2010 and 2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     In our opinion the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the
Company and its subsidiaries as of January 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended, in
conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP
Calgary, Canada
April 8, 2010, except for note 14 which is as of October 25, 2010

                                                                        F-2
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                                                        Triangle Petroleum Corporation
                                          Consolidated Balance Sheets as of January 31, 2010 and 2009
                                                          (Expressed in U.S. dollars)

                                                                                                             January 31,      January 31,
                                                                                                                2010             2009
                                                                                                                 $                $
ASSETS
   Current Assets
       Cash                                                                                                     4,878,601       8,449,471
       Prepaid expenses                                                                                           342,635         339,839
       Other receivables                                                                                          313,785         998,511
Total Current Assets                                                                                            5,535,021       9,787,821
Property and Equipment (Note 3)                                                                                    39,296          39,765
Oil and Gas Properties (Note 4)                                                                                18,783,375      16,942,864
     Total Assets                                                                                              24,357,692      26,770,450

LIABILITIES AND STOCKHOLDERS’ EQUITY
    Current Liabilities
        Accounts payable                                                                                          574,723       2,123,079
        Accrued liabilities                                                                                       119,224          90,539
Total Current Liabilities                                                                                         693,947       2,213,618
Asset Retirement Obligations (Note 6)                                                                           1,180,515         727,862
Total Liabilities                                                                                               1,874,462       2,941,480
     Commitments (Note 12)
     Subsequent Events (Note 14)
     Stockholders’ Equity
     Common Stock (Note 9)
          Authorized: 150,000,000 shares, par value $0.00001
             Issued: 69,926,043 shares (2009 – 69,926,043 shares)                                                     699             699
     Additional Paid-In Capital (Note 9)                                                                       81,950,076      81,155,715
     Warrants (Note 10)                                                                                         4,237,100       4,237,100
     Deficit                                                                                                  (63,704,645 )   (61,564,544 )
     Total Stockholders’ Equity                                                                                22,483,230      23,828,970
     Total Liabilities and Stockholders’ Equity                                                                24,357,692      26,770,450




                                The accompanying notes are an integral part of these consolidated financial statements.

                                                                         F-3
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                                                         Triangle Petroleum Corporation
                                                      Consolidated Statements of Operations
                                                           (Expressed in U.S. dollars)

                                                                                                            Year Ended       Year Ended
                                                                                                            January 31,      January 31,
                                                                                                               2010             2009
                                                                                                                 $                $
Revenue, net of royalties                                                                                        131,245           386,892
Operating Expenses
    Oil and gas production                                                                                        95,852           125,777
    Depletion and accretion                                                                                      188,788           200,050
    Depreciation—property and equipment                                                                           26,198            39,448
    General and administrative                                                                                 3,987,012         4,045,906
    Foreign exchange (gain) loss                                                                                (753,950 )       2,682,873
    Gain on sale of assets (Note 4)                                                                           (1,266,294 )        (126,314 )
    Ceiling test write-down on oil and gas properties (Note 4)                                                       —           8,308,229
Total Operating Expenses                                                                                       2,277,606       15,275,969
Loss from Operations                                                                                          (2,146,361 )    (14,889,077 )
Other Income (Expense)
    Accretion of discounts on convertible debentures (note 7)                                                         —         (2,922,909 )
    Amortization of debt issue costs                                                                                  —           (182,637 )
    Interest expense                                                                                                  —           (753,004 )
    Gain on debt extinguishment (Note 7)                                                                              —          3,922,713
    Interest and royalty income                                                                                     6,260          260,840
    Unrealized gain on fair value of derivatives (Note 8)                                                             —            793,589
Total Other Income                                                                                                  6,260        1,118,592
Loss for the Year                                                                                             (2,140,101 )    (13,770,485 )

Loss Per Share—Basic and Diluted                                                                                  (0.03 )           (0.23 )
Weighted Average Number of Shares Outstanding—Basic and Diluted                                              69,926,043        61,113,000




                                The accompanying notes are an integral part of these consolidated financial statements.

                                                                         F-4
Table of Contents

Index to Financial Statements



                                                      Triangle Petroleum Corporation
                        Consolidated Statements of Cash Flows for each of the years ended January 31, 2010 and 2009
                                                        (Expressed in U.S. dollars)

                                                                                                    Year Ended        Year Ended
                                                                                                    January 31,       January 31,
                                                                                                       2010              2009
                                                                                                         $                 $
Operating Activities
    Loss for the year                                                                                 (2,140,101 )     (13,770,485 )
    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
         Accretion of discounts on convertible debentures (Note 7)                                           —            2,922,909
         Amortization of debt issue costs                                                                    —              182,637
         Depletion and accretion                                                                         188,788            200,050
         Depreciation—property and equipment                                                              26,198             39,448
         Ceiling test write-down on oil and gas properties (Note 4)                                          —            8,308,229
         Stock-based compensation (Note 11)                                                              794,361            598,182
         Gain on sale of assets (Note 4)                                                              (1,266,294 )         (126,314 )
         Gain on debt extinguishments (Note 7)                                                               —           (3,922,713 )
         Unrealized gain on fair value of derivatives (Note 8)                                               —             (793,589 )
         Foreign exchange changes                                                                       (766,200 )        3,183,463
    Asset retirement costs (Note 6)                                                                      (23,956 )         (743,338 )
    Changes in operating assets and liabilities
         Foreign exchange changes                                                                         (8,652 )          (70,443 )
         Prepaid expenses                                                                                (22,146 )          129,982
         Other receivables                                                                               706,517            691,648
         Accounts payable                                                                                364,383           (134,401 )
         Accrued interest on convertible debentures                                                          —             (546,302 )
         Accrued liabilities                                                                              47,162            (47,058 )
Net Cash Used in Operating Activities                                                                 (2,099,940 )       (3,898,095 )
Investing Activities
     Purchase of property and equipment                                                                  (25,729 )          (13,090 )
     Oil and gas property expenditures                                                                (3,033,254 )       (6,065,289 )
     Cash advanced on behalf of partners for oil and gas property expenditures                          (677,842 )          677,842
     Proceeds received from sale of oil and gas properties (Note 4)                                    1,544,460          4,210,306
Net Cash Used in Investing Activities                                                                 (2,192,365 )       (1,190,231 )
Financing Activities
    Proceeds from issuance of common stock (Note 9)                                                           —         25,560,500
    Common stock issuance costs (Note 9)                                                                      —         (2,257,959 )
    Convertible debenture repayment (Note 7)                                                                  —        (11,300,000 )
Net Cash Provided by Financing Activities                                                                     —         12,002,541
Foreign exchange change on cash                                                                          721,435         (3,046,333 )
Increase (Decrease) in Cash                                                                           (3,570,870 )        3,867,882
Cash—Beginning of Year                                                                                 8,449,471          4,581,589
Cash—End of Year                                                                                       4,878,601          8,449,471

Non-cash Investing and Financing Activities
    Common stock issued for conversion of debentures (Note 9)                                                 —           2,600,140
Supplemental Disclosures:
    Interest paid (Note 7)                                                                                    —           1,299,860
The accompanying notes are an integral part of these consolidated financial statements.

                                         F-5
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Index to Financial Statements

                                                      Triangle Petroleum Corporation
                    Consolidated Statement of Stockholders’ Equity for each of the years ended January 31, 2010 and 2009
                                                        (Expressed in U.S. dollars)

                                                                                  Additional
                                                                                   Paid-in
                                                                                   Capital       Warrants        Deficit         Total
                                                       Common Stock                   $             $              $              $
                                                                  Amoun
                                                       Shares       t
                                                         #          $
Balance—January 31, 2008                              46,794,530     468          57,852,277           —       (47,794,059 )   10,058,686
Issuance of common stock and warrants for
   cash pursuant to private placement at $1.40
   per unit in June 2008 (Notes 9 and 10)             18,257,500     182          21,323,218     4,237,100                 —   25,560,500
Share issuance costs (Note 9)                                —       —            (2,257,959 )         —                       (2,257,959 )
Issuance of common stock on conversion of
   convertible debentures at a weighted
   average price of $0.53 per share (Note 9)           4,874,013       49          2,600,091           —                   —     2,600,140
Fair value of conversion features of
   convertible debentures converted (Note 9)                 —       —             1,039,906           —               —         1,039,906
Stock based compensation (Note 11)                           —       —               598,182           —               —           598,182
Net loss for the year                                        —       —                   —             —       (13,770,485 )   (13,770,485 )
Balance—January 31, 2009                              69,926,043     699          81,155,715     4,237,100     (61,564,544 )   23,828,970
Stock based compensation (Note 11)                           —       —               794,361           —               —          794,361
Net loss for the year                                        —       —                   —             —        (2,140,101 )   (2,140,101 )
Balance—January 31, 2010                              69,926,043     699          81,950,076     4,237,100     (63,704,645 )   22,483,230




                                The accompanying notes are an integral part of these consolidated financial statements.

                                                                            F-6
Table of Contents

Index to Financial Statements

                                                        Triangle Petroleum Corporation
                                                Notes to the Consolidated Financial Statements
                                                 (Expressed in U.S. dollars, except as noted)

    Triangle Petroleum Corporation, together with its consolidated subsidiaries (―Triangle‖ or the ―Company‖), is an independent oil and gas
company focused primarily on the acquisition, exploration and development of resource properties consisting mainly of shale gas reserves. The
Company’s primary exploration and development acreage is located in the Horton Bluff formation of the Maritimes Basin in Canada. The
Company also has minor producing properties in the Fort Worth Basin and in the Alberta Deep Basin.

1.    Nature of Operations
     The Company is primarily engaged in the acquisition, exploration and development of oil and gas resource properties and has a limited
number of producing wells that generate cash flows from operations. The Company has not generated significant revenues from operations.
The Company expects that significant additional exploration and development activities will be necessary to established proved reserves and to
commercialize the oil and gas properties.

      The Company believes that it has sufficient funds, including those raised subsequent to year end (note 14), to maintain its interest in the
existing properties and to maintain core operating, exploration and development activities through to January 31, 2011. The Company monitors
its expenditure budgets and adjusts its expenditure plans to conform to available funding. However, additional funding will be required to
complete exploration and development activities. The Company plans to fund future exploration and development activities by offering debt or
equity securities, farm-out arrangements or other means.

2.    Summary of Significant Accounting Policies
a)    Basis of Presentation
      These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United
States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its two
wholly-owned subsidiaries, Elmworth Energy Corporation, incorporated in the Province of Alberta, Canada, and Triangle USA Petroleum
Corporation, incorporated in the State of Colorado, USA. All significant intercompany balances and transactions have been eliminated. The
Company’s fiscal year-end is January 31.

    The Company’s oil and gas operations are generally conducted jointly with others as such these financial statements reflect the
Company’s proportionate share of these operations.

b)    Use of Estimates
      The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates. The Company regularly evaluates estimates and assumptions related to the recoverability of proved and unproven oil and gas
expenditures, asset retirement obligations and stock-based compensation. The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from
other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent
there are material differences between the estimates and the actual results, future results of operations will be affected.

                                                                        F-7
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Index to Financial Statements

                                                      Triangle Petroleum Corporation
                                        Notes to the Consolidated Financial Statements—(Continued)
                                                  (Expressed in U.S. dollars, except as noted)

c)    Foreign Currency Translation
      The Company’s functional currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are
translated into United States dollars at rates of exchange in effect at the balance sheet date and gains and losses are recorded in earnings.
Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates
of exchange in effect at the date of the transaction. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company
has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

d)    Cash and Cash Equivalents
     The Company considers all highly liquid instruments with maturity of three months or less at the time of acquisition to be cash
equivalents.

e)    Property and Equipment
      Property and equipment consists of computer hardware, geophysical software, furniture and equipment and leasehold improvements, and
is recorded at cost. Computer hardware and geophysical software are depreciated on a straight-line basis over their estimated useful lives of
three years. Furniture and equipment and leasehold improvements are depreciated on a straight-line basis over their estimated useful lives of
five years.

f)    Oil and Gas Properties
      The Company utilizes the full-cost method of accounting for petroleum and natural gas properties. Under this method, the Company
capitalizes all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition
costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling productive and non-productive
wells into the full cost pool on a country by country basis. When the Company obtains proved oil and gas reserves, capitalized costs, including
estimated future costs to develop the proved reserves and estimated abandonment costs, net of salvage, will be depleted on the
units-of-production method using estimates of proved reserves.

       The Company applies a ceiling test to the capitalized costs in the full cost pool. The ceiling test limits such costs to the estimated present
value, using a ten percent discount rate, of the future net revenue from proved reserves, based on current economic and operating conditions.
Specifically, the Company computes the ceiling test so that capitalized cost, less accumulated depletion and related deferred income tax, do not
exceed an amount (the ceiling) equal to the sum of: (A) the present value of estimated future net revenue computed by applying prices of oil
and gas reserves as prescribed by U.S. standards (with consideration of price changes only to the extent provided by contractual arrangements)
to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future
expenditures (based on current cost) to be incurred in developing and producing the proved reserves computed using a discount factor of ten
percent and assuming continuation of existing economic conditions; plus (B) the cost of property not subject to depletion; plus (C) the lower of
cost or estimated fair value of the unproven properties included in the costs subject to depletion; less (D) income tax effects related to
differences between the book and tax basis of the property.

      For unproven properties, the Company excludes from capitalized costs subject to depletion, all costs directly associated with the
acquisition and evaluation of the unproven property until it is determined whether or not proved reserves can be assigned to the property. Until
such a determination is made, the Company assesses the

                                                                         F-8
Table of Contents

Index to Financial Statements

                                                       Triangle Petroleum Corporation
                                         Notes to the Consolidated Financial Statements—(Continued)
                                                   (Expressed in U.S. dollars, except as noted)

property to ascertain whether impairment has occurred. In assessing impairment the Company considers factors such as historical experience
and other data such as primary lease terms of the property, average holding periods of unproven property, and geographic and geologic data.
The Company adds the amount of impairment assessed to the costs that are subject to depletion and the ceiling test.

g)    Asset Retirement Obligations
       The Company recognizes a liability for future retirement obligations associated with the Company’s oil and gas properties. The estimated
fair value of the asset retirement obligation is based on the estimated cost escalated at an inflation rate and discounted at the Company’s credit
adjusted risk-free rate. This liability is capitalized as part of the cost of the related asset and amortized over its useful life. The liability accretes
until the Company settles the obligation.

h)    Debt Issue Costs
      The Company recognizes debt issue costs on the balance sheet as deferred charges, and amortizes the balance over the term of the related
debt using the effective interest rate method.

i)    Revenue Recognition
      The Company recognizes oil and gas revenue when production is sold at a fixed or determinable price, persuasive evidence of an
arrangement exists, delivery has occurred and title has transferred, and collectability is reasonably assured. Gas-balancing arrangements are
accounted for using the sales method.

j)    Income Taxes
      The Company follows the asset and liability method for recording deferred income taxes. Under this method, deferred taxes are
recognized based on temporary differences at the balance sheet date using the enacted tax rates. The Company is required to compute tax asset
benefits for net operating losses carried forward. Potential benefits of deferred income tax assets are not recognized in the accounts until
realization is more likely than not. As of January 31, 2010 and 2009, the Company did not have any amounts recorded pertaining to uncertain
tax positions.

      The Company files federal and provincial income tax returns in Canada and federal, state and local income tax returns in the U.S., as
applicable. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of
three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian income tax returns, the
open tax years range from 2006 to 2010. The U.S. federal statute of limitations for assessment of income tax is closed for the tax years ending
on or prior to January 31, 2005. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period.
U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and U.S. have not audited any of
the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above.

     The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended January 31, 2010
and 2009, there were no charges for interest or penalties.

k)    Basic and Diluted Net Loss Per Share (―EPS‖)
      Basic EPS is computed by dividing net loss available to common stock (numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive

                                                                           F-9
Table of Contents

Index to Financial Statements

                                                     Triangle Petroleum Corporation
                                       Notes to the Consolidated Financial Statements—(Continued)
                                                 (Expressed in U.S. dollars, except as noted)

instruments outstanding during the period including stock options and warrants, using the treasury stock method, and convertible securities,
using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares
assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes instruments if their effect is anti-dilutive.

l)    Financial Instruments
       The fair values of financial instruments, which include cash and cash equivalents, other receivables, accounts payable and accrued
liabilities approximate their carrying values due to the relatively short time to maturity of these instruments.

m)    Concentration of Risk
      The Company maintains its cash accounts predominately in one commercial bank located in Calgary, Alberta, Canada. The Company’s
cash accounts consist of uninsured and insured business checking accounts and deposits maintained in Canadian and U.S. dollars. Financial
instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash in excess of insured amounts. To
date, the Company has not incurred a loss relating to this concentration of credit risk.

n)    Derivative Liabilities
     The Company records derivatives at their fair values on the date that they meet the requirements of a derivative instrument and at each
subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense at each reporting date. As at
January 31, 2010, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

o)    Comprehensive Loss
      As at January 31, 2010 and 2009, the Company has no items that would be included in comprehensive loss other than the net loss and,
therefore, has not included a statement of comprehensive loss in the financial statements.

p)    Stock-Based Compensation
     The Company records stock based compensation based on the estimated fair values of all share-based awards made to employees,
consultants and directors. All transactions in which goods or services are received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value or the equity instrument issued, whichever is the more reliable measure.

      The fair value of share-based awards is estimated on the date of grant using an option-pricing model and for consultants each period until
the award is vested. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock-based awards. This model is
affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include,
but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock
option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the
consolidated statement of operations over the requisite service period.

      No tax benefits were attributed to stock-based compensation expense because a full valuation allowance was maintained for all net
deferred tax assets.

                                                                      F-10
Table of Contents

Index to Financial Statements

                                                      Triangle Petroleum Corporation
                                        Notes to the Consolidated Financial Statements—(Continued)
                                                  (Expressed in U.S. dollars, except as noted)

q)    Recently Adopted Accounting Pronouncements
      U.S. accounting standards setters have implemented new standards in December 2007 with respect to accounting for business
combinations. These new standards require an acquirer to be identified for all business combinations and applies the same method of
accounting for business combinations—the acquisition method—to all transactions. In addition, transaction costs associated with acquisitions
are required to be expensed. The revised statement was effective to business combinations after February 1, 2009. No business combinations
were completed in fiscal 2010. There was no impact that arose from adopting the new business combination standard.

      In December 2007, new accounting standards were issued with respect to non-controlling interests in consolidated financial statements.
These new standards require the Company to report non-controlling interest in subsidiaries as equity in the consolidated financial statements;
and all transactions between equity and non controlling interests as equity. These new standards were effective for the Company commencing
on February 1, 2009. The adoption of these standards did not affect the Company’s financial statements.

     In March 2008, new accounting standards were issued with respect to disclosures about derivative instruments and hedging activities,
which require disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are
accounted for, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash
flows. These new standards were effective on February 1, 2009. No business combinations were completed in fiscal 2010; therefore, there was
no impact that arose from adopting the new business combination standard.

      In May 2009, new accounting standards were issued with respect to subsequent events, which are intended to establish general standards
of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be
issued. In particular, these standards set forth the period after the balance sheet date during which management of a reporting entity should
evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the circumstances under which
an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and the disclosures that an
entity should make about events or transactions that occurred after the balance sheet date. These standards are effective for interim and annual
periods ending after June 15, 2009. The adoption of this standard did not significantly impact the disclosures in the Company’s financial
statements.

      The Securities and Exchange Commission adopted major revisions to its required oil and gas reporting disclosures which became
effective as of December 31, 2009. Among other things, the amendments provide for the use of the 12-month average price, calculated as the
unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting
period for purposes of both the disclosure and full-cost accounting rules. These amendments did not have a significant impact on the
Company’s financial statements.

                                                                       F-11
Table of Contents

Index to Financial Statements

                                                     Triangle Petroleum Corporation
                                       Notes to the Consolidated Financial Statements—(Continued)
                                                 (Expressed in U.S. dollars, except as noted)

3.    Property and Equipment

                                                                                 January 31, 2010                                January 31, 2009
                                                                                                           Net                                                Net
                                                                                       Accumulated       Carrying                   Accumulated             Carrying
                                                                       Cost            Depreciation       Value        Cost         Depreciation             Value
                                                                        $                   $               $           $                $                     $
Computer hardware                                                      81,280               73,805         7,475       80,748            65,706              15,042
Furniture and equipment                                                50,398               38,296        12,102       49,674            28,289              21,385
Computer software                                                      37,010               17,291        19,719       12,537             9,199               3,338
Leasehold Improvements                                                  7,927                7,927           —          7,927             7,927                 —
                                                                      176,615             137,319         39,296     150,886            111,121              39,765



4.    Oil and Gas Properties
      All of the Company’s oil and gas properties are located in the United States and Canada. The following table summarizes information
regarding the Company’s oil and gas acquisition, exploration and development activities:

                                                   January 31, 2010                                                  January 31, 2009
                                     Canada               US                   Total                  Canada                US                      Total
                                       $                   $                    $                       $                    $                       $
Proved Properties:
     Opening net costs                  72,869                —                   72,869                 324,162             89,747               413,909
     Additions                           2,207             14,454                 16,661                  13,984             40,450                54,434
     Depletion                         (24,327 )          (14,454 )              (38,781 )               (86,825 )           (5,922 )             (92,747 )
Proceeds on dispositions              (426,600 )       (1,117,860 )           (1,544,460 )            (2,943,510 )       (1,266,796 )          (4,210,306 )
Costs transferred from
  unproven properties                  222,917              4,500                227,417               3,073,287          9,016,207           12,089,494
Ceiling test write-downs                   —                  —                      —                  (308,229 )       (8,000,000 )         (8,308,229 )
Gain on sale of assets                 152,934          1,113,360              1,266,294                     —              126,314              126,314
Closing net proved costs                   —                   —                     —                    72,869                 —                72,869
Closing net unproven costs          18,783,375                 —              18,783,375              16,869,995                 —            16,869,995
Closing Oil and Gas
  Properties                        18,783,375                 —              18,783,375              16,942,864                 —            16,942,864


      During the year ended January 31, 2010:

Canada:
        •    In January 2010, the Company sold its interests in an Alberta gas well and 896 gross acres of undeveloped land (108 net acres) for
             gross proceeds of $426,600. The net book value of the Canadian full cost pools subject to depletion at the time of the sale was
             $273,666. As such, the Company recorded a gain on the sale of assets of $152,934.

United States:
        •    In June 2009, the Company sold its 25% working interest in 17,307 gross acres (4,327 net acres) of undeveloped land in the
             Nugget area of Colorado (Rocky Mountains project) for cash of $83,325 and recovered a drilling deposit in the Fayetteville area of
             Arkansas for cash of $50,000. The net book value of the U.S. properties at the time of sale was $8,704. As such, the Company
             recorded a gain on sale of assets of $124,621.

                                                                       F-12
Table of Contents

Index to Financial Statements

                                                      Triangle Petroleum Corporation
                                        Notes to the Consolidated Financial Statements—(Continued)
                                                  (Expressed in U.S. dollars, except as noted)

        •    In September 2009, the Company sold its 50% working interest in 11,800 gross acres (5,900 net acres) of undeveloped land in the
             Fayetteville area of Arkansas and all the related seismic rights for net cash proceeds of $744,408. The acquirer also assumed the
             non-cash asset retirement obligations pertaining thereto of $39,375. The net book value of the U.S. properties at the time of sale
             was $171. As such, the Company recorded a gain on sale of assets of $783,612.
        •    In November 2009, the Company sold its 50% working interest in its remaining 6,760 gross acres (3,880 net acres) of undeveloped
             land in the Fayetteville area of Arkansas for net cash proceeds of $240,127. The net book value of the U.S. properties at the time of
             sale was $35,000. As such, the Company recorded a gain on sale of assets of $205,127.

      During the year ended January 31, 2009:

Canada:
        •    At January 31, 2009, the Company’s proved properties in Alberta exceeded the ceiling test limit as described in Note 2(f), which
             resulted in a $308,229 non-cash ceiling test write-down being recognized.
        •    In July 2008, the Company received cash of $2,943,510 for a partner’s share of its 30% working interest in exploration costs
             associated with the Windsor Block of Nova Scotia.

United States:
        •    In June 2008, the Company sold its interests in a Barnett shale well for gross proceeds of $164,985. The acquirer also assumed the
             related asset retirement obligation of $7,545. Also in June 2008, the Company sold its 25% working interest in 38,768 gross acres
             (9,692 net acres) of undeveloped land in the Phat City area of Montana (Rocky Mountains project) for cash of $800,503. The net
             book value of the U.S. full cost pools subject to depletion at the time of the sales was $962,328. As such, the Company recorded a
             gain on the sale of assets of $10,705.
        •    In September 2008, the Company sold 20 of its 10,437 net Fayetteville acres for $13,000. The net book value of the U.S. full cost
             pools subject to depletion at the time of the sales was $8,013,000. As such, an $8,000,000 non-cash ceiling test write-down was
             recognized.
        •    In November 2008, the Company sold 240 of its 10,417 net Fayetteville acres for cash of $288,308. The net book value of the U.S.
             full cost pools subject to depletion at the time of the sale was $172,699. As a result, the Company recorded a gain on the sale of
             assets of $115,609.

                                                                       F-13
Table of Contents

Index to Financial Statements

                                                      Triangle Petroleum Corporation
                                        Notes to the Consolidated Financial Statements—(Continued)
                                                  (Expressed in U.S. dollars, except as noted)

Unproven Properties

                                                                                                                                     Total
                                                            Canada                                           U.S.                     $
                                                                                Western
                                                               New              Canada                               Rocky
                                          Nova Scotia        Brunswick           Shale        Fayetteville          Mountains
                                              $                  $                 $              $                    $
Opening, January 31, 2008                  15,441,144           21,975               —          8,289,901             812,020       24,565,040
Additions                                   4,320,952          107,802            51,409         (104,202 )            18,488        4,394,449
Costs transferred to depletion base        (2,943,510 )       (129,777 )             —         (8,185,699 )          (830,508 )    (12,089,494 )
Closing, January 31, 2009                  16,818,586                —            51,409               —                  —         16,869,995
Additions                                   1,964,789                —           171,508             4,500                —          2,140,797
Costs transferred to depletion base               —                  —          (222,917 )          (4,500 )              —           (227,417 )
Closing, January 31, 2010                  18,783,375                —               —                  —                 —         18,783,375


Canada
        •    In Canada, $18,783,375 (2009—$16,869,995) of unproven property costs were excluded from costs subject to depletion which
             relate to Canadian shale gas exploration costs mainly in the Windsor Block of the Maritimes Basin. The Company anticipates that
             these costs will be subject to depletion in fiscal 2013, when the Company anticipates having confirmed commerciality of the
             Windsor Block and pipelines are built and commissioned to market potential gas from the Windsor Block.
        •    In July 2008, the Company received cash of $2,943,510 for a partner’s share of its 30% working interest in exploration costs
             associated with the Windsor Block of Nova Scotia. As such, the related costs of the properties disposed of $2,943,510 became
             subject to amortization in the Canadian full cost pool.
        •    In December 2008, the Company elected to not drill a test well on the Beech Hill Block thus forfeiting its right to earn on the
             Block. The carrying value of these unproven property costs of $129,777 was considered impaired and became subject to
             amortization in the Canadian full cost pool.
        •    In June 2009, the Company acquired an additional 30% working interest in the Windsor Block of the Maritimes Basin in Nova
             Scotia from Contact Exploration Inc. (―Contact‖) for a cash payment of approximately $245,000. The Company also agreed to
             provide Contact a 5.75% non-convertible gross overriding royalty interest and assumed the liabilities related to Contact’s former
             working interest.
        •    At January 31, 2010, the Western Canada Shale costs of $222,917 were considered impaired and became subject to amortization in
             the Canadian full cost pool.

United States
        •    In June 2008, the Company sold its 25% working interest in 9,692 net acres in the Phat City area of Montana (Rocky Mountains
             project). The net book value of the Rocky Mountains project at the time of the sale was $830,508 which became subject to
             amortization in the U.S. full cost pool.
        •    In September 2008, the Company sold 20 of its 10,437 net Fayetteville acres. The related unproven Fayetteville land costs of
             $8,013,000 became subject to amortization in the U.S. full cost pool.
        •    In November 2008, the Company sold 240 of its 10,417 net Fayetteville acres for cash of $288,308. The related remaining
             unproven Fayetteville land costs $172,699 became subject to amortization in the U.S. full cost pool.

                                                                         F-14
Table of Contents

Index to Financial Statements

                                                     Triangle Petroleum Corporation
                                       Notes to the Consolidated Financial Statements—(Continued)
                                                 (Expressed in U.S. dollars, except as noted)

5.    Natural gas and oil reserves (unaudited)
      The gas and oil reserve quantities owned by the Company were estimated by the independent petroleum engineering firm of Ryder Scott,
Inc. at January 31, 2009. The Company did not obtain a reserve report at January 31, 2010 as the proved reserves are not material. The
following table summarizes the changes in the Company’s proved natural gas and oil reserves for the years ended January 31, 2009 and 2010:

                                                             Gas (Mmcf)                              Liquids (Bbls)                              Total (MMcfe)
                                                Canada            US            Total    Canada            US             Total         Canada          US       Total
Proved reserves, February 1, 2008                 103               7            111      1,846           —               1,846            114           7        122
Revisions of previous estimates                   (34 )            66             32        (29 )          12               (17 )          (34 )        66         32
Production                                        (27 )           (17 )          (44 )     (639 )         (12 )            (651 )          (31 )       (17 )      (48 )
Proved reserves, February 1, 2009                     42          56              98      1,178           —               1,178             49          56        105
Revisions of previous estimates                      (20 )       (38 )           (58 )      —             —                 —              (20 )       (38 )      (58 )
Sales of reserves                                     (5 )       —                (5 )     (334 )         —                (334 )           (7 )       —           (7 )
Production                                           (17 )       (18 )           (35 )     (844 )         —                (844 )          (22 )       (18 )      (40 )
Proved reserves, February 1, 2010                 —              —               —          —             —                 —              —           —          —
Proved developed reserves:
    Beginning of year                              42             56              98      1,178           —               1,178             49          56        105
    End of year                                   —              —               —          —             —                 —              —           —          —

MMcf—Millions of cubic feet       Bbls—Barrels
MMcfe—Millions of cubic feet equivalent (1 Bbls = 6 Mcfe = 0.006 MMcfe)

     The ―Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Natural Gas and Oil Reserves‖ (standardized
measure) is a disclosure required under U.S. GAAP. The standardized measure does not purport to present the fair market value of a company’s
proved gas and oil reserves. In addition, there are uncertainties inherent in estimating quantities of proved reserves.

      The following table is the standardized measure relating to proved gas and oil reserves at January 31, 2010 and, 2009:

                                                                       Year Ended January 31, 2010                                   Year Ended January 31, 2009
                                                         Canada                     US                     Total                  Canada         US             Total
Future cash inflows                              $                   —      $              —      $                   —      $ 257,474 $ 331,049 $ 588,523
Future production costs                                              —                     —                          —        179,509   236,863   416,372
Future net cash flows                                                —                     —                          —         77,965    94,186   172,151
10% annual discount for estimated timing of
  cash flows                                                         —                     —                          —              4,675          11,063        15,738
Standardized measure of discounted future net
  cash flows                                     $                   —      $              —      $                   —      $      73,290 $        83,123 $ 156,413

      Under the standardized measure at January 31, 2009, future cash inflows were estimated by applying year-end prices, adjusted for known
contractual changes, to the estimated future production of year-end proved reserves. Year-end market prices used for the standardized measures
above were $5.62 per Mcf for Canadian gas, $5.78 per Mcf for U.S. gas and $30.52 per barrel for liquids in 2009. Future cash inflows were
reduced by estimated future production and development costs based on year-end costs to determine pre-tax cash inflows. Future income taxes
were computed by applying the year-end statutory rate, after consideration of permanent

                                                                                F-15
Table of Contents

Index to Financial Statements

                                                           Triangle Petroleum Corporation
                                             Notes to the Consolidated Financial Statements—(Continued)
                                                       (Expressed in U.S. dollars, except as noted)

differences, to the excess of pre-tax cash inflows over the Company’s tax basis in the associated proved gas and oil properties. Future net cash
inflows after income taxes were discounted using a 10% annual discount rate to arrive at the standardized measure.

      The Company had three producing wells at the end of 2010 that were not assigned any proved reserves. The following table is an analysis
of changes in the standardized measure during the year ended January 31, 2010 and 2009:

                                                                                                Canada               US                 Total
Standardized measure, January 31, 2008                                                     $      329,979      $  16,711          $      346,690
Sales and transfers of gas and oil produced, net of production costs                             (185,499 )      (75,617 )              (261,116 )
Accretion of discount                                                                              32,998          1,671                  34,669
Other                                                                                            (104,188 )      140,358                  36,170
Standardized measure, January 31, 2009                                                             73,290         83,123                 156,413
Sales and transfers of gas and oil produced, net of production costs                              (21,270 )      (14,123 )               (35,393 )
Accretion of discount                                                                               7,329          8,312                  15,641
Other                                                                                             (59,349 )      (77,312 )              (136,661 )
Standardized measure, January 31, 2010                                                     $          —        $     —            $          —

6.    Asset Retirement Obligations
      A reconciliation of the changes in the asset retirement obligations is as follows:

                                                                                                                   January 31,        January 31,
                                                                                                                      2010               2009
                                                                                                                       $                  $
Balance, beginning of year                                                                                            727,862          1,003,353
Liabilities incurred                                                                                                  357,807            548,312
Liabilities settled as part of disposition                                                                            (31,205 )         (187,768 )
Liabilities settled in cash                                                                                           (23,956 )         (743,338 )
Accretion                                                                                                             150,007            107,303
Total asset retirement obligations                                                                                  1,180,515            727,862

      The asset retirement obligations were estimated based on a discount rate of 15%-30%, an inflation rate of 2.5%-3.3% and settlement from
1 to 24 years. The total cost estimate prior to discounting was approximately $1.5 million at January 31, 2010 (2009—$1.1 million).

7.    Convertible Debentures

                                                                                           December 8,        December 28,
                                                                                              2005                2005                 Total
Agreement Date                                                                                 $                   $                    $
Balance, January 31, 2008                                                                       4,778,271       6,770,721          11,548,992
Converted                                                                                      (2,100,140 )    (3,500,000 )        (5,600,140 )
Accretion—expensed                                                                                815,052       2,107,857           2,922,909
Repaid                                                                                         (4,000,000 )    (6,500,000 )       (10,500,000 )
Accretion—settled on repayment                                                                    506,817       1,121,422           1,628,239
Balance, January 31, 2009 and 2010                                                                    —               —                   —
Interest rate                                                                                           5%             7.5 %

                                                                        F-16
Table of Contents

Index to Financial Statements

                                                     Triangle Petroleum Corporation
                                       Notes to the Consolidated Financial Statements—(Continued)
                                                 (Expressed in U.S. dollars, except as noted)

December 8, 2005 Debentures
      On June 5, 2008, the Company repaid the remaining unconverted convertible debentures that were issued on December 8, 2005 of
$4,000,000 plus an early redemption fee of $800,000 and accrued interest of $1,299,860. The carrying value of the debentures at the time of
repayment, including the conversion feature of the debenture that was accounted for as a derivative, was $4,639,338, which is equal to the face
value of $4,000,000, less unamortized discounts of $506,817 and deferred financing costs of $283,196, plus the derivative liability of
$1,429,351. The Company paid $4,800,000 on settlement ($4,000,000 face value plus a 20% early redemption fee of $800,000); therefore a
$160,662 loss was recorded on the extinguishment of the debenture.

December 28, 2005 Debentures
      In December 2008, the Company settled the $10,000,000 December 28, 2005 convertible debentures through a reduction in the
conversion price from $4.00 per share to $1.40 per share whereby $3,500,000 of the debentures were converted into 2,500,000 common shares,
which had a fair value on the date of conversion of $500,000. In addition, the Company also entered into settlement agreements for the
remaining debenture of $6,500,000 plus $2,204,792 in accrued interest, whereby the convertible debentures holders agreed to accept
$6,500,000 in cash for the final settlement of the debentures and the accrued interest. A gain of $4,083,375 was recorded on this debt
extinguishment.

8.    Derivative Liabilities
      The Company was required to bifurcate and separately account for the embedded conversion feature contained in the December 8, 2005
convertible debenture as a derivative. The Company was required to record the derivative at the estimated fair value on each balance sheet date
with changes in fair values reflected in the statement of operations.

                                                                                                                     Fair Value
                                                                                                                          $
             January 31, 2008                                                                                          3,262,846
             Conversion features settled                                                                              (1,039,906 )
             Change in fair value                                                                                       (793,589 )
             Conversion features settled on repayment                                                                 (1,429,351 )
             January 31, 2009 and 2010                                                                                       —

9.    Common Stock

                                                                                                                      Commo          Additional
                                                                                                                         n            Paid-In
                                                                                                        Shares         Stock          Capital
                                                                                                          #              $               $
January 31, 2008                                                                                      46,794,530         468         57,852,277
    Private Placement, net of share issuance costs of $2,257,959 (a)                                  18,257,500         182         19,065,259
    Conversion of debentures (b)                                                                       4,874,013          49          3,639,997
    Stock Based Compensation (Note 11)                                                                                                  598,182
January 31, 2009                                                                                      69,926,043         699         81,155,715
    Stock Based Compensation (Note 11)                                                                                                  794,361
January 31, 2010                                                                                      69,926,043         699         81,950,076

a)    On June 3, 2008, 18,257,500 units were issued in a private placement for gross proceeds of $25,560,500. The net proceeds after
      deducting expenses were $23,302,541. The Company paid the placement agents of

                                                                       F-17
Table of Contents

Index to Financial Statements

                                                      Triangle Petroleum Corporation
                                        Notes to the Consolidated Financial Statements—(Continued)
                                                  (Expressed in U.S. dollars, except as noted)

      the offering a cash fee of 7% of the gross proceeds of the offering. Each unit was priced at $1.40 per unit and consists of one share of
      common stock (relative fair value of $21,323,400 or $1.168 per share) and one-half share purchase warrant (relative fair value of
      $4,237,100 or $0.232 per unit—see Note 10). One full warrant can be exercised into one share of common stock for a period of two years
      at a price of $2.25 per share. Pursuant to the terms of the sale, the Company was required, on a best efforts basis, to file a registration
      statement with the SEC, and to cause such registration statement to be declared effective by the SEC, within 150 days after closing, to
      permit the public resale of the shares underlying the warrants. The registration statement was declared effective by the SEC on July 14,
      2008. Also, pursuant to the terms of the sale, the Company was required, on a best efforts basis, to list the Company’s shares on the
      Toronto Stock Exchange (which includes the TSX Venture Exchange) on or before December 31, 2008. The Company’s shares of
      common stock commenced trading on the TSX Venture Exchange on December 5, 2008.
b)    During the year ended January 31, 2009, $2,100,140 convertible debentures that were issued December 8, 2005 were converted into
      2,374,013 shares of common stock. The fair value of the conversion feature related to the converted debentures was $1,039,906, which
      was transferred from the derivative liability to additional paid-in capital upon conversion. Also, during the year ended January 31, 2009,
      $3,500,000 convertible debentures that were issued December 28, 2005 were converted into 2,500,000 shares of common stock, which
      had a fair value on the date of conversion of $500,000 and was recorded to additional paid-in capital.

10.   Warrants
      As at January 31, 2010, the Company had 9,128,750 warrants outstanding that can be exercised into 9,128,750 shares of common stock at
a price of $2.25 per share, which expire on June 3, 2010. The warrants were granted on June 3, 2008, at which time they had a relative fair
value compared to the common stock issued of $4,237,100.

11.   Stock Options
      Effective August 5, 2005, the Company approved the 2005 Incentive Stock Plan (the ―2005 Plan‖) to issue up to 2,000,000 shares of
common stock. Effective August 17, 2007, the Company approved the 2007 Incentive Stock Plan (the ―2007 Plan‖) to issue up to 2,000,000
shares of common stock. Pursuant to the 2005 Plan and 2007 Plan, stock options vest 20% upon granting and 20% every six months, and
allowed for the granting of stock options at a price of not less than fair value of the stock and for a term not to exceed five years. As of
January 31, 2009, there were no outstanding stock options pursuant to the 2005 Plan and 2007 Plan and, in connection with the TSX Venture
Exchange listing in December 2008, the Company agreed it would not issue any more stock options under the 2005 Plan and 2007 Plan.

       Effective January 28, 2009, the Company’s Board of Directors approved a Stock Option Plan (the ―Rolling Plan‖) whereby the number of
authorized but unissued Common Shares that may be issued upon the exercise of stock options granted under the Rolling Plan at any time plus
the number of Common Shares reserved for issuance under the outstanding 2005 Plan and the 2007 Plan shall not exceed 10% of the issued and
outstanding Common Shares on a non-diluted basis at any time, and such aggregate number of Common Shares shall automatically increase or
decrease as the number of issued and outstanding common shares change. Pursuant to the Rolling Plan, stock options become exercisable as to
one-third on each of the first, second and third anniversaries of the date of the grant, and allow for the granting of stock options at a price of not
less than fair value of the common shares and for a term not to exceed ten years. As at January 31, 2010, the Company had 1,292,604 stock
options available for granting pursuant to the Rolling Plan.

                                                                        F-18
Table of Contents

Index to Financial Statements

                                                     Triangle Petroleum Corporation
                                       Notes to the Consolidated Financial Statements—(Continued)
                                                 (Expressed in U.S. dollars, except as noted)

      The weighted average grant date fair value of the 3,050,000 (2009—3,800,000) stock options granted during the year ended January 31,
2010 was $0.10 per share (2009—$0.35 per share). No stock options were exercised during the years ended January 31, 2010 and 2009. During
the year ended January 31, 2009, the Company granted, to non-executives/directors, 775,000 stock options under the Rolling Plan (―New
Options‖) to replace 950,000 forfeited stock options under the 2005 Plan and 2007 Plan (―Old Options‖), which was treated as a modification.
Under modification rules, the remaining unamortized original grant date fair value of the Old Options at modification date, along with the
incremental fair value of the New Options over the Old Options at modification date, is expensed over the New Options vesting period of three
years. During the year ended January 31, 2010 and 2009, the Company recorded stock-based compensation related to stock option grants of
$794,361 and $598,182, respectively, as general and administrative expense.

       A summary of the Company’s stock option activity is as follows:

                                                                                                                                   Aggregate
                                                                                                      Weighted Average             Intrinsic
                                                                                 Options               Exercise Price               Value
                                                                                   #                         $                         $
       Outstanding, January 31, 2008                                             2,580,000                        2.54
           Granted                                                               3,800,000                        0.67
           Cancelled                                                              (950,000 )                      2.61
           Forfeited                                                              (445,000 )                      2.30
       Outstanding, January 31, 2009                                             4,985,000                        1.14                  —
           Granted                                                               3,050,000                        0.14
           Cancelled                                                               (50,000 )                      1.40
           Forfeited                                                            (2,285,000 )                      1.35
       Outstanding, January 31, 2010                                             5,700,000                        0.52               675,357
       Exercisable, January 31, 2010                                             1,836,667                        1.26                50,267

       A summary of the Company’s stock options outstanding is as follows:

                                                                                                    Weighted
                                                                                                    Average                              Aggregate
                                                                                    Options        Remaining          Options            Intrinsic
Exercise price                                                                     Outstanding     Contractual       Exercisable          Value
$                                                                                       #          Life (years)          #                   $
0.125                                                                               2,800,000             4.83                 —          675,357
0.25 (CDN$0.30)                                                                     2,050,000             3.27           1,016,667            —
1.40                                                                                  150,000             3.42             120,000            —
2.00                                                                                  300,000             2.52             300,000            —
3.23                                                                                  400,000             0.78             400,000            —
Balance, end of year                                                                5,700,000             3.83           1,836,667        675,357


                                                                    F-19
Table of Contents

Index to Financial Statements

                                                      Triangle Petroleum Corporation
                                        Notes to the Consolidated Financial Statements—(Continued)
                                                  (Expressed in U.S. dollars, except as noted)

      The fair value of each option grant was estimated on the date of the grant using the Black-Scholes option pricing model with the
following weighted average assumptions:

                                                                                              Year Ended                Year Ended
                                                                                              January 31,               January 31,
                                                                                                 2010                      2009
             Expected dividend yield                                                                     0%                        0%
             Expected volatility                                                                      130 %                     104 %
             Expected life (in years)                                                                  4.0                       3.5
             Risk-free interest rate                                                                 1.60 %                    1.71 %

      As at January 31, 2010, there was $468,260 (2009—$1,082,880) of total unrecognized compensation costs related to non-vested
share-based compensation arrangements granted under the 2005 Plan, 2007 Plan and Rolling Plan which are expected to be recognized over a
weighted-average period of 2.6 years. The total fair value of shares vested during the years ended January 31, 2010 and 2009 was $676,067 and
$1,079,397, respectively.

     A summary of the status of the Company’s non-vested shares as of January 31, 2010, and changes during the years ended January 31,
2010 and 2009, is presented below:

                                                                                                                           Weighted-Average
                                                                                                                           Grant-Date Fair
                                                                                                    Shares                      Value
      Non-vested shares                                                                               #                           $
      January 31, 2008                                                                              1,250,000                           0.93
          Granted                                                                                   3,800,000                           0.33
          Vested                                                                                   (1,165,000 )                         0.93
          Cancelled                                                                                  (290,000 )                         0.70
          Forfeited                                                                                   (70,000 )                         0.69
      January 31, 2009                                                                              3,525,000                           0.31
          Granted                                                                                   3,050,000                           0.10
          Vested                                                                                   (1,711,667 )                         0.39
          Cancelled                                                                                   (10,000 )                         0.78
          Forfeited                                                                                  (990,000 )                         0.28
      January 31, 2010                                                                              3,863,333                           0.11



12.   Commitments
      The Company entered into a 10-year production lease for 474,625 gross acres on the Windsor Block in Nova Scotia, Canada on April 15,
2009. During the first five years of the lease, Triangle has agreed to continue to evaluate the Windsor Block by drilling seven wells, completing
three wells previously drilled and acquiring seismic, which was estimated to cost Cdn $12.7 million gross (approximately US$11.8 million). At
the end of the fifth year of the lease, areas of the block not adequately drilled or otherwise evaluated may be subject to surrender. Furthermore,
at the end of the second year of the lease, a technical report is required to be provided to and assessed by the Nova Scotia government to
maintain certain lands.

     During the first year of the lease, the Company has agreed to perform completion operations on the three wells drilled in the prior year
and acquire seismic, which was estimated to cost Cdn $2 million gross (approximately US$1.9 million). The Company posted a Cdn $200,000
(approximately US$189,000) gross

                                                                      F-20
Table of Contents

Index to Financial Statements

                                                     Triangle Petroleum Corporation
                                       Notes to the Consolidated Financial Statements—(Continued)
                                                 (Expressed in U.S. dollars, except as noted)

refundable deposit related to the first year commitment; should the Company not perform the work, a portion or all of the deposit could be
forfeited. As of January 31, 2010, all three of the required well completions have been performed and the seismic has been acquired, which
satisfied the first year lease requirements.

13.   Income Taxes
      Income tax expense differs from the amount that would result from applying the U.S federal, state and Canadian income tax rates to the
loss before income taxes. The reconciliation of the provision for income taxes to the expected tax provision based on the loss for the year
multiplied by the weighted average statutory tax rate of 32.37% (2009—37.52%) is as follows:

                                                                                                                2010               2009
                                                                                                                 $                  $
Expected income tax benefit                                                                                     692,804            5,058,194
Stock-based compensation                                                                                       (301,857 )           (227,309 )
Non-deductible interest and accretion for convertible debentures                                                    —             (1,396,847 )
Non-taxable gain on change in fair value of derivatives                                                             —                301,564
Non-taxable portion of gain on debt extinguishment                                                                  —                762,355
Change in tax rates                                                                                            (557,126 )           (680,014 )
Changes in valuation allowance                                                                                1,066,015           (3,904,783 )
Other                                                                                                          (899,836 )             86,840
Provision for income taxes                                                                                          —                    —


      The significant components of the Company’s deferred tax assets and liabilities as at January 31, 2010 and 2009 are as follows:

                                                                                                             2010                  2009
                                                                                                              $                     $
Deferred income tax assets
    Resource properties                                                                                     2,697,192             8,659,221
    Net losses carried forward (expire from 2023 to 2029)                                                  12,769,031             7,873,017
Gross deferred income tax assets                                                                           15,466,223            16,532,238
Valuation allowance                                                                                        (15,466,223 )        (16,532,238 )
Net deferred income tax asset                                                                                       —                     —


      The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more
likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed quarterly. When circumstances change and
which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the
valuation allowance is generally reflected in earnings.

14.   Subsequent Events
     In February 2010, the Company purchased 4,000 net acres in the Williston Basin of North Dakota that is prospective for the Bakken
Shale from Slawson Exploration for $2,973,000.

                                                                     F-21
Table of Contents

Index to Financial Statements

                                                     Triangle Petroleum Corporation
                                       Notes to the Consolidated Financial Statements—(Continued)
                                                 (Expressed in U.S. dollars, except as noted)


       In February 2010, the Company issued 2,100,000 Deferred Stock Units to employees and directors of the Company, which vest one year
after issuance. Once the Deferred Stock Units vest on February 2, 2011, they will automatically be exchanged for shares of Triangle Petroleum
common stock on a one-for-one basis without any action required by the holder. Also in February 2010, the Company cancelled 850,000 stock
options that were granted to directors of the Company under the 2005 Plan and 2007 Plan that had exercise prices ranging from $1.40-$3.23.

     In March 2010, the Company sold an aggregate of 27,993,939 shares of common stock to certain accredited investors for aggregate
proceeds of $9,238,000 (net proceeds of approximately $8,500,000).

     In May 2010, the Company sold the producing well at Wapiti, Alberta including 2,560 gross acres (1,001 net acres) of developed lands
and 1,920 gross acres (864 net acres) of undeveloped lands for the sum of $977,000. The sale was effective April 1, 2010.

     In May 2010, the Company executed a purchase and sale agreement to acquire 2,600 net acres of oil and gas properties in the Williston
Basin, which includes approximately 15 boepd of production and a 30% share of associated surface facilities and assets. Total consideration of
$3.2 million, will be paid in the form of future well carry, which is expected to occur in fiscal 2011.

     In August 2010, the Company sold an aggregate of 2,044,187 shares of common stock to certain accredited investors for aggregate
proceeds of $880,000 (net proceeds of approximately $836,000).

       The Company obtained approval at its 2010 annual meeting of stockholders to grant discretionary authority to the Company’s board of
directors to effect a reverse stock split. In connection with the reverse stock split, the Company obtained stockholder approval to amend its
articles of incorporation to decrease the number of shares of authorized common stock from 150,000,000 to 70,000,000 shares. The Company
anticipates effecting the amendment to its articles of incorporation to decrease the number of authorized shares simultaneously with the reverse
stock split.

     On October 5, 2010, the Company entered into a purchase and sale agreement with Williston Exploration LLC to acquire 1,700 net acres
in Williams County, or the Williston Purchase. The aggregate purchase price consists of up to approximately $2.2 million in cash and up to
433,500 shares of our common stock (after giving effect to the reverse stock split). The Company expects to close on a portion of the acres in
December 2010 and the remainder in February 2011.

                                                                      F-22
Table of Contents

Index to Financial Statements

                                                        Triangle Petroleum Corporation
                                      Consolidated Balance Sheets as of July 31, 2010 and January 31, 2010
                                                          (Expressed in U.S. dollars)
                                                                 (Unaudited)

                                                                                                              July 31,       January 31,
                                                                                                               2010             2010
                                                                                                                 $               $
ASSETS
Current Assets
Cash and cash equivalents                                                                                      2,050,357       4,878,601
Prepaid expenses                                                                                                 461,464         342,635
Other receivables                                                                                              1,913,241         313,785
Total Current Assets                                                                                           4,425,062       5,535,021
Property and Equipment                                                                                            25,432          39,296
Oil and Gas Properties (Note 3)                                                                               27,995,018      18,783,375
Total Assets                                                                                                  32,445,512      24,357,692

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
    Accounts payable                                                                                             134,803          574,723
    Accrued liabilities                                                                                          111,702          119,224
Total Current Liabilities                                                                                        246,505         693,947
Asset Retirement Obligations (Note 4)                                                                          1,297,689       1,180,515
Total Liabilities                                                                                              1,544,194       1,874,462
Subsequent Events (Note 8)
Stockholders’ Equity
Common Stock
     Authorized: 150,000,000 shares, par value $0.00001
        Issued: 99,011,648 shares
        (January 31, 2010—69,926,043 shares)                                                                         990             699
Additional Paid-In Capital                                                                                    95,370,116      81,950,076
Warrants (Note 5)                                                                                                    —         4,237,100
Deficit                                                                                                      (64,469,788 )   (63,704,645 )
Total Stockholders’ Equity                                                                                    30,901,318      22,483,230
Total Liabilities and Stockholders’ Equity                                                                    32,445,512      24,357,692




                                The accompanying notes are an integral part of these consolidated financial statements

                                                                        F-23
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Index to Financial Statements


                                                         Triangle Petroleum Corporation
                                                      Consolidated Statements of Operations
                                                           (Expressed in U.S. dollars)
                                                                   (Unaudited)

                                                                    Three Months        Three Months          Six Months       Six Months
                                                                       Ended               Ended                 Ended            Ended
                                                                      July 31,            July 31,              July 31,         July 31,
                                                                        2010                2009                  2010             2009
                                                                          $                   $                    $                $
Revenue, net of royalties                                                   8,803              29,183               41,722           63,087
Operating Expenses
    Oil and gas production                                                  6,288              31,875              13,495           52,576
    Depletion and accretion (Notes 3 and 4)                                67,316              50,262             131,795           91,477
    Depreciation—property and equipment                                     6,791               7,335              13,864           11,674
    General and administrative                                            620,179             719,757           1,171,320        1,404,685
    Stock based compensation (Notes 6 and 7)                              362,264             135,543             483,805          270,463
    Gain on sale of assets                                               (976,900 )          (124,621 )          (976,900 )       (124,621 )
    Foreign exchange loss (gain)                                           19,661            (558,575 )           (30,141 )       (707,654 )
Total Operating Expenses                                                  105,599             261,576             807,238          998,600
Loss from Operations                                                      (96,796 )          (232,393 )           765,516         (935,513 )
Other Income
Interest income                                                                32                   41                   373          6,213
Loss for the Period                                                       (96,764 )          (232,352 )          (765,143 )       (929,300 )

Loss Per Share—Basic and Diluted                                           (0.001 )             (0.003 )            (0.008 )         (0.013 )
Weighted Average Number of Shares Outstanding—Basic
  and Diluted                                                         98,812,735           69,926,043          91,586,096       69,926,043




                                The accompanying notes are an integral part of these consolidated financial statements

                                                                        F-24
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Index to Financial Statements


                                                         Triangle Petroleum Corporation
                                                      Consolidated Statements of Cash Flows
                                                           (Expressed in U.S. dollars)
                                                                   (Unaudited)

                                                                    Three Months        Three Months         Six Months        Six Months
                                                                       Ended               Ended                Ended             Ended
                                                                      July 31,            July 31,             July 31,          July 31,
                                                                        2010                2009                 2010              2009
                                                                          $                   $                   $                 $
Operating Activities
    Loss for the period                                                   (96,764 )         (232,352 )            (765,143 )      (929,300 )
    Adjustments to reconcile loss for the period to net cash
       used in operating activities:
         Depletion and accretion (Notes 3 and 4)                           67,316             50,262               131,795          91,477
         Depreciation—property and equipment                                6,791              7,335                13,864          11,674
         Stock-based compensation (Notes 6 and 7)                         362,264            135,543               483,805         270,463
         Gain on sale of assets                                          (976,900 )         (124,621 )            (976,900 )      (124,621 )
         Foreign exchange                                                 (33,424 )         (547,225 )             (13,114 )      (709,812 )
    Asset retirement costs (Note 4)                                           —                  —                     —            (6,509 )
    Changes in operating assets and liabilities
         Foreign exchange                                                    (212 )            3,664                 1,256          (4,494 )
         Prepaid expenses                                                (123,795 )           (1,745 )            (168,699 )       (23,621 )
         Other receivables                                                 (2,505 )           11,992                41,967         683,244
         Accounts payable                                                (182,366 )          (40,268 )            (381,917 )      (154,402 )
         Accrued liabilities                                                7,504              4,251                (7,522 )         5,739
Cash Used in Operating Activities                                        (905,243 )         (733,164 )          (1,640,608 )      (890,162 )
Financing Activities
    Proceeds from issuance of common stock                                    —                  —               9,472,957              —
    Share issuance costs                                                  (12,335 )              —                (773,531 )            —
Cash Provided by (used in) Financing Activities                           (12,335 )              —               8,699,426              —
Investing Activities
     Purchase of property and equipment                                       —                 (503 )                —            (23,507 )
     Oil and gas property expenditures (Note 3)                        (6,480,146 )         (586,952 )        (10,875,818 )     (2,144,778 )
     Cash advances from partners                                              —                  —                    —           (677,843 )
     Proceeds received from the sale of oil and gas properties            976,900            133,325              976,900          133,325
Cash Used by Investing Activities                                      (5,503,246 )         (454,130 )          (9,898,918 )    (2,712,803 )
Foreign exchange change on cash and cash equivalents                      (43,019 )          547,557                11,856         673,524
Change in Cash and Cash Equivalents                                    (6,463,843 )         (639,737 )          (2,828,244 )    (2,929,441 )
Cash and Cash Equivalents—Beginning of Period                           8,514,200          6,159,767             4,878,601       8,449,471
Cash and Cash Equivalents—End of Period                                 2,050,357          5,520,030             2,050,357       5,520,030

Non-cash Investing and Financing Activities
    Common stock issued for conversion of debentures                           —             625,000                      —      2,100,140



                                The accompanying notes are an integral part of these consolidated financial statements

                                                                        F-25
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Index to Financial Statements

                                                         Triangle Petroleum Corporation
                                                 Consolidated Statements of Stockholders’ Equity
                                                           (Expressed in U.S. dollars)
                                                                   (Unaudited)

                                                                                     Additional
                                                                                      Paid-in
                                                                                      Capital          Warrants         Deficit         Total
                                                       Common Stock                      $                $               $              $
                                                                  Amoun
                                                       Shares       t
                                                         #          $
Balance—January 31, 2010                             69,926,043        699           81,950,076         4,237,100      (63,704,645 )   22,483,230
Stock options exercised                                 791,666          8              234,949               —                —          234,957
Common shares issued
  (net of costs of $773,531) at a price of
  $0.33 per share                                    27,993,939        280            8,464,189               —                   —     8,464,469
Common shares issued pursuant to
  Termination Agreements at a deemed price
  of $0.60 per share (Note 6)                           300,000            3            179,997               —                   —      180,000
Expired warrants                                                                      4,237,100        (4,237,100 )                          —
Stock based compensation
  (Notes 6 & 7)                                              —         —                303,805               —                —          303,805
Net loss for the period                                      —         —                    —                 —           (765,143 )     (765,143 )
Balance—July 31, 2010                                99,011,648        990           95,370,116               —        (64,469,788 )   30,901,318


                                                                                          Additional
                                                                                           Paid-in
                                                                                           Capital        Warrants      Deficit         Total
                                                           Common Stock                       $              $            $              $
                                                                      Amoun
                                                           Shares       t
                                                             #          $

Balance—January 31, 2009                                  69,926,043           699        81,155,715       4,237,100   (61,564,544 )   23,828,970
Stock based compensation
  (Notes 6 and 7)                                                 —            —             270,463              —            —          270,463
Net loss for the period                                           —            —                 —                —       (929,300 )     (929,300 )
Balance—July 31, 2009                                     69,926,043           699        81,426,178       4,237,100   (62,493,844 )   23,170,133




                                The accompanying notes are an integral part of these consolidated financial statements

                                                                           F-26
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Index to Financial Statements

                                                        Triangle Petroleum Corporation
                                                Notes to the Consolidated Financial Statements
                                                 (Expressed in U.S. dollars, except as noted)
                                                                 (Unaudited)

     Triangle Petroleum Corporation, together with its consolidated subsidiaries (―Triangle‖ or the ―Company‖), is an independent oil and gas
company focused primarily on the acquisition, exploration and development of resource properties. The Company’s primary exploration and
development acreage is located in the Williston Basin of North Dakota and the Horton Bluff formation of the Maritimes Basin of Eastern
Canada. The Company also has minor producing properties in the Fort Worth Basin.

1.    Nature of Operations
     The Company is primarily engaged in the acquisition, exploration and development of oil and gas resource properties and has a limited
number of producing wells that generate cash flows from operations. The Company has not generated significant revenues from operations.
The Company expects that significant additional exploration and development activities will be necessary to established proved reserves and to
commercialize the oil and gas properties.

      The Company believes that it has sufficient funds, including those raised in the first quarter of fiscal 2011, to maintain its interest in the
existing properties and to maintain core operating, exploration and development activities through to July 31, 2011. The Company monitors its
expenditure budgets and adjusts its expenditure plans to conform to available funding. However, additional funding will be required to
complete exploration and development activities. The Company plans to fund exploration and development activities through existing cash
resources and in the future by offering debt or equity securities, farm-out arrangements or other means.

2.    Accounting Policies
(a)   Basis of Presentation
      These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United
States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and its two
wholly-owned subsidiaries, Elmworth Energy Corporation, incorporated in the Province of Alberta, Canada, and Triangle USA Petroleum
Corporation, incorporated in the State of Colorado, USA. All significant intercompany balances and transactions have been eliminated. The
Company’s fiscal year-end is January 31.

      In the opinion of management, the accompanying financial statements reflect all adjustments necessary to present fairly our financial
position at July 31, 2010 and our operations and cash flows for the three and six month periods ended July 31, 2010 and 2009. In preparing the
accompanying financial statements, management has made certain estimates and assumptions that affect reported amounts in the financial
statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily
indicative of annual results.

      Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they should be read in conjunction
with the consolidated financial statements and notes thereto for the year ended January 31, 2010.

    The Company’s oil and gas operations are generally conducted jointly with others and, as such, these financial statements reflect the
Company’s proportionate share of these operations.

                                                                        F-27
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Index to Financial Statements

                                                           Triangle Petroleum Corporation
                                             Notes to the Consolidated Financial Statements—(Continued)
                                                       (Expressed in U.S. dollars, except as noted)
                                                                      (Unaudited)

3.      Oil and Gas Properties

        Six months ended July 31, 2010:

                                                                                                                                           Net Carrying
                                                                                                                                              Value
                                                Costs                                        Accumulated Depletion                              $
                                Opening        Additions     Closing         Opening        Depletion         Gain          Closing
                                   $              $             $               $              $                $              $
Proved Properties                      —         805,251       805,251             —               —                 —            —            805,251
Unproven Properties             36,660,276     8,406,392    45,066,668      17,876,901             —                 —     17,876,901       27,189,767
Total                           36,660,276     9,211,643    45,871,919      17,876,901             —                 —     17,876,901       27,995,018


      For the six month period ended July 31, 2010, the Company’s net cash outflow for oil and gas additions was $10,875,818, including cash
additions of $9,226,264 plus $1,649,554 of changes in investing working capital during the first half of fiscal 2011. Net non-cash additions of
($14,621) included ($29,394) of ARO dispositions and $14,773 of ARO additions.

Proved Properties
     At January 31, 2010, the carrying value of proved properties was $nil. At July 31, 2010, the carrying value of proved properties was
$805,251 comprised of assets in the Williston Basin (North Dakota).

Unproven Properties
       All of the Company’s unproven properties are not subject to depletion. The Company’s unproven acquisition and exploration costs were
distributed in the following geographic areas:

                                                                                                           July 31, 2010         January 31, 2010
                                                                                                                 $                      $
        Windsor Block of Maritimes Basin (Nova Scotia)                                                      18,861,608                18,783,375
        Williston Basin (North Dakota)                                                                       8,328,159                       —
        Total unproven acquisition and exploration costs                                                    27,189,767                18,783,375


      The Company has an 87% working interest in 474,625 gross acres (412,924 net acres) in the Windsor Sub-Basin of the Maritimes Basin
located in the Province of Nova Scotia, Canada (the ―Windsor Block‖) and serve as operator. Effective April 15, 2009, the Nova Scotia
government issued a 10 year production lease covering the lands. The production lease and work program for the Windsor Block will be due
for review in April 2014 with the Province of Nova Scotia. The Company is currently soliciting interest from industry parties to participate in
the drilling of a test well to evaluate the newly identified seismic structure and to participate in a joint venture to further evaluate the potential
on the Windsor Block.

      During the first half of fiscal 2011, the Company acquired approximately 10,000 net acres in the Williston Basin of North Dakota for a
cost of $7.4 million and incurred drilling costs of $0.9 million in the Grizzly Project.

                                                                         F-28
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Index to Financial Statements

                                                        Triangle Petroleum Corporation
                                          Notes to the Consolidated Financial Statements—(Continued)
                                                    (Expressed in U.S. dollars, except as noted)
                                                                   (Unaudited)

4.    Asset Retirement Obligations

                                                                                                                          Six Months
                                                                                                       Six Months        July 31, 200
                                                                                                      July 31, 2010            9
                                                                                                            $                  $
      Balance, beginning of period                                                                      1,180,515          727,862
      Liabilities incurred                                                                                 14,773          144,750
      Liabilities settled as part of disposition                                                          (29,394 )            —
      Liabilities settled in cash                                                                             —             (6,509 )
      Accretion                                                                                           131,795           61,132
      Balance, end of period                                                                            1,297,689          927,235



5.    Warrants
      As at January 31, 2010, the Company had 9,128,750 warrants outstanding that can be exercised into 9,128,750 shares of common stock at
a price of $2.25 per share. No warrants were exercised and the warrants expired on June 3, 2010.

6.    Stock Options
       During the three and six month periods ended July 31, 2010, the Company recorded stock-based compensation expense for the stock
options, DSU’s and Termination Agreements of $362,264 and $483,305, respectively (2009—$135,543 and $270,463). In the second quarter of
fiscal 2011, the Company issued 300,000 common shares to former employees pursuant to various Termination Agreements at a deemed price
of $0.60 share for consideration of $180,000.

      A summary of the Company’s stock options outstanding is as follows:

                                                                                                         Weighted           Aggregate
                                                                                                         Average          Intrinsic Valu
                                                                                  Options              Exercise Price            e
                                                                                    #                        $                   $
      Outstanding, January 31, 2010                                              5,700,000                       0.52              —
      Exercised                                                                   (791,666 )                     0.24          203,458
      Forfeited                                                                   (850,000 )                     2.47              —
      Cancelled                                                                   (658,334 )                     0.24              —
      Outstanding July 31, 2010                                                  3,400,000                       0.15        1,197,480
      Exercisable, July 31, 2010                                                   200,000                       0.25           49,140


      The weighted average remaining contractual life of stock options outstanding as of July 31, 2010 was 4.2 years.

      As at July 31, 2010, there was $265,517 of total unrecognized compensation costs related to non-vested share-based compensation
arrangements which are expected to be recognized over a weighted-average period of 27 months.

                                                                     F-29
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Index to Financial Statements

                                                     Triangle Petroleum Corporation
                                       Notes to the Consolidated Financial Statements—(Continued)
                                                 (Expressed in U.S. dollars, except as noted)
                                                                (Unaudited)


      A summary of the status of the Company’s non-vested share options as of July 31, 2010, and changes during the six month period ended
July 31, 2010, is presented below:

                                                                                                                        Weighted
                                                                                                                        Average
                                                                                                                       Grant-Date
                                                                                                  Options              Fair Value
                                                                                                    #                       $
             Non-vested at January 31, 2010                                                        3,863,333                 0.12
             Cancelled                                                                               (30,000 )               0.78
             Forfeited                                                                              (550,000 )               0.12
             Vested                                                                                  (83,333 )               0.21
             Non-vested at July 31, 2010                                                           3,200,000                 0.11



7.    Deferred Share Units
     Effective February 2, 2010, the Company granted Deferred Share Units (―DSUs‖). A DSU vests and will be automatically exchanged on
a one-for-one basis for common shares issued from treasury equal to the number of DSUs granted, one year from the date of grant.

                                                                                                    Deferred                Aggregate
                                                                                                   Share Units           Intrinsic Value
                                                                                                        #                        $
      Outstanding, January 31, 2010                                                                        —                       —
      Granted                                                                                        2,150,000               1,075,000
      Outstanding July 31, 2010                                                                      2,150,000               1,075,000
      Exercisable, July 31, 2010                                                                           —                       —


     The stock based compensation associated with the DSUs was based on the number of DSUs granted multiplied by the trading price of the
common shares on the grant date. The forfeiture rate applied to the DSUs is 10%. The estimated cost of the DSUs is being expensed over the
one year vesting period.

      As at July 31, 2010, there was $387,131 of total unrecognized compensation costs related to DSUs which are expected to be recognized
over a weighted-average period of six months.

8.    Subsequent Events
     On August 9, 2010, the Company completed a private placement, whereby 2,044,187 shares of common stock were issued at a price of
$0.43 per share for net proceeds of approximately $836,000. Triangle intends to use the funds for general corporate purposes, including
acquisition of acreage, funding of drilling commitments and working capital.

       The Company obtained approval at its 2010 annual meeting of stockholders to grant discretionary authority to the Company’s board of
directors to effect a reverse stock split. In connection with the reverse stock split, the Company obtained stockholder approval to amend its
articles of incorporation to decrease the number of shares of authorized common stock from 150,000,000 to 70,000,000 shares. The Company
anticipates effecting the amendment to its articles of incorporation to decrease the number of authorized shares simultaneously with the reverse
stock split.

                                                                      F-30
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Index to Financial Statements

                                                    Triangle Petroleum Corporation
                                      Notes to the Consolidated Financial Statements—(Continued)
                                                (Expressed in U.S. dollars, except as noted)
                                                               (Unaudited)


     On October 5, 2010, the Company entered into a purchase and sale agreement with Williston Exploration LLC to acquire 1,700 net acres
in Williams County, or the Williston Purchase. The aggregate purchase price consists of up to approximately $2.2 million in cash and up to
433,500 shares of our common stock (after giving effect to the reverse stock split). The Company expects to close on a portion of the acres in
December 2010 and the remainder in February 2011.

                                                                     F-31
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Index to Financial Statements

                                                                                                                                             Appendix A

                                              GLOSSARY OF OIL AND NATURAL GAS TERMS

      The following is a description of the meanings of some of the oil and natural gas industry terms used in this prospectus.

     2-D seismic or 3-D seismic . Geophysical data that depicts the subsurface strata in two dimensions or three dimensions, respectively. 3-D
seismic typically provides a more detailed and accurate interpretation of the subsurface strata than 2-D seismic

      AMI . Area of mutual interest.

      Basin. A large natural depression on the earth’s surface in which sediments generally brought by water accumulate.

     Bbl . One stock tank barrel, or 42 U.S. gallons liquid volume, used in this prospectus in reference to crude oil or other liquid
hydrocarbons.

      Boe . Barrels of oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of oil.

      Boepd. Boe per day.

      Completion . The process of treating a drilled well followed by the installation of permanent equipment for the production of oil or
natural gas, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.

      Condensate . Liquid hydrocarbons associated with the production of a primarily natural gas reserve.

     Developed reserves . Reserves of any category that can be expected to be recovered through existing wells with existing equipment and
operating methods or for which the cost of required equipment is relatively minor when compared to the cost of a new well.

     Dry hole . A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such
production exceed production expenses and taxes.

       Farm-in or farm-out . An agreement under which the owner of a working interest in an oil and natural gas lease assigns the working
interest or a portion of the working interest to another party who desires to drill on the leased acreage. Generally, the assignee is required to
drill one or more wells in order to earn its interest in the acreage. The assignor usually retains a royalty or reversionary interest in the lease. The
interest received by an assignee is a ―farm-in‖ while the interest transferred by the assignor is a ―farm-out.‖

      Field . An area consisting of either a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological
structural feature and/or stratigraphic condition.

      Formation . A layer of rock which has distinct characteristics that differ from nearby rock.

      Horizontal well . A well that is drilled vertically to a certain depth and then drilled at a right angle within a specific interval.

      Gross acres or gross wells . The total acres or wells, as the case may be, in which a working interest is owned.

                                                                          A-1
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Index to Financial Statements

      Mcf . Thousand cubic feet of natural gas.

      Mcfpd . Mcf per day.

      Mcfe . Thousand cubic feet equivalent, determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or natural
gas liquids.

      Mmcf . Million cubic feet of natural gas.

      Mmcfe . Million cubic feet equivalent, determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or natural
gas liquids.

      Net acres or net wells . The sum of the fractional working interest owned in gross acres or gross wells, as the case may be.

      Plugging and abandonment . Refers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will
not escape into another or to the surface. Regulations of all states require plugging of abandoned wells.

      Productive well . A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of
the production exceed production expenses and taxes.

     Prospect . A specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic
analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.

     Proved developed reserves . Reserves that can be expected to be recovered through existing wells with existing equipment and operating
methods.

      Proved properties . Properties with proved reserves. As of July 31, 2010, we had no proved reserves.

      Proved reserves . The estimated quantities of oil, natural gas and natural gas liquids which geological and engineering data demonstrate
with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating
conditions.

     Reserves . Estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible as of a
given date by application of development prospects to known accumulations.

      Reservoir . A porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is
confined by impermeable rock or water barriers and is separate from other reservoirs.

      Spacing . The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres and is often
established by regulatory agencies.

     Unit. The joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and
operation without regard to separate property interests. Also, the area covered by a unitization agreement.

      Unproved properties . Properties with no proved reserves.

      Wellbore. The hole drilled by the bit that is equipped for oil or natural gas production on a completed well.

      Working interest . The operating interest that gives the owner the right to drill, produce and conduct operating activities on the property
and receive a share of production and requires the owner to pay a share of the costs of drilling and production operations.

                                                                         A-2
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Index to Financial Statements




                                            9,000,000 Shares




                                Triangle Petroleum Corporation
                                           COMMON STOCK




                                               Prospectus




                                   Johnson Rice & Company L.L.C.
                                         Canaccord Genuity
                                      Rodman & Renshaw, LLC
                                                       , 2010
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Index to Financial Statements


                                                                     PART II

                                           INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.      Other expenses of issuance and distribution.
      The following table sets forth the costs and expenses, other than underwriting discounts and commissions, to be paid by the registrant in
connection with the sale of the shares of common stock being registered hereby. All amounts are estimates except for the SEC registration fee
and the FINRA filing fee.

                                                                                                                                   Amount paid or
                                                                                                                                     to be paid
SEC registration fee                                                                                                                      $4,059
FINRA filing fee                                                                                                                           5,500
Listing fees                                                                                                                                   *
Printing and engraving                                                                                                                         *
Legal fees and expenses                                                                                                                        *
Accounting fees and expenses                                                                                                                   *
Blue sky fees and expenses                                                                                                                     *
Transfer agent and registrar fees and expenses                                                                                                 *
Miscellaneous                                                                                                                                  *
     Total                                                                                                                        $             *




*     To be filed by amendment.

Item 14.      Indemnification of directors and officers.
      Chapter 78 of the Nevada Revised Statutes (―NRS‖) provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he is not liable pursuant to NRS
Section 78.138 or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. NRS Chapter 78 further
provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including
attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he is not liable pursuant
to NRS Section 78.138 or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been
adjudged, after exhaustion of all appeals, to be liable to the corporation unless and only to the extent that the court or other court of competent
jurisdiction in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court or other court of
competent jurisdiction shall deem proper.

     Our bylaws provide that we may indemnify our officers, directors, employees, agents and any other persons to the maximum extent
permitted by the NRS.

                                                                        II-1
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Index to Financial Statements



Item 15.        Recent sales of unregistered securities.
       On August 6, 2010, we completed a private placement with certain accredited investors, pursuant to which such investors purchased an
aggregate of 2,044,187 shares of our common stock at a purchase price of $0.43 per share (without giving effect to the reverse stock split),
yielding us aggregate gross proceeds of approximately $880,000 and net proceeds of approximately $836,000. Our common stock was offered
and sold in reliance on the private placement exemption from registration under Section 4(2) of the Securities Act, and Regulation D
promulgated thereunder, or Regulation D. We relied on this exemption based on applicable facts, including that (i) the offers and sales were
made to a limited number of persons, all of whom represented that they were ―accredited investors‖ (as such term is defined in Regulation D),
(ii) no general solicitation or advertising was used in connection with the offering and sale of our common stock and (iii) the investors’
represented that they were acquiring our common stock for investment only. Johnson Rice & Company L.L.C. served as lead placement agent
for the private placement.

      On March 16, 2010, we completed a private placement with certain accredited investors, pursuant to which such investors purchased an
aggregate of 27,993,939 shares of our common stock at a purchase price of $0.33 per share (without giving effect to the reverse stock split),
yielding us aggregate gross proceeds of approximately $9,238,000 and net proceeds of approximately $8,300,000. Our common stock was
offered and sold in reliance on the private placement exemption from registration under Section 4(2) of the Securities Act and Regulation
D. We relied on this exemption based on applicable facts, including that (i) the offers and sales were made to a limited number of persons, all
of whom represented that they were ―accredited investors‖ (as such term is defined in Regulation D), (ii) no general solicitation or advertising
was used in connection with the offering and sale of our common stock and (iii) the investors’ represented that they were acquiring our
common stock for investment only. Johnson Rice & Company L.L.C. served as lead placement agent for the private placement.

      On June 3, 2008, we sold an aggregate of 18,257,500 units to certain accredited investors for aggregate proceeds of $25,560,500. Each
unit consisted of one share of our common stock and one-half of a warrant (without giving effect to the reverse stock split), with each whole
warrant entitling the holder to purchase one share of our common stock exercisable at a price of $2.25 for a period of two years (without giving
effect to the reverse stock split). The warrants expired in June 2010. The units were offered and sold in reliance on the private placement
exemption from registration under Section 4(2) of the Securities Act and Regulation D. We relied on this exemption based on applicable facts,
including that (i) the offers and sales were made to a limited number of persons, all of whom represented that they were ―accredited investors‖
(as such term is defined in Regulation D), (ii) no general solicitation or advertising was used in connection with the offering and sale of the
units and (iii) the investors’ represented that they were acquiring the units for investment only.

Item 16.        Exhibits and financial statement schedules.
(a) Exhibits.

                                                                       II-2
Table of Contents

Index to Financial Statements



                                                                 EXHIBIT INDEX

 1.1***              Form of Underwriting Agreement
 3.1                 Articles of Incorporation, filed as an exhibit to the registration statement on Form SB-2 filed with the Securities and
                     Exchange Commission on February 27, 2004 and incorporated herein by reference.
 3.2                 Certificate of Amendment to Articles of Incorporation, filed as an exhibit to the Current Report on Form 8-K filed with the
                     Securities and Exchange Commission on March 12, 2010 and incorporated herein by reference.
 3.3                 Amended and Restated Bylaws of the Company, filed as an exhibit to the Current Report on Form 8-K filed with the
                     Securities and Exchange Commission on November 19, 2008 and incorporated herein by reference.
 3.4*                Form of Second Amended and Restated Bylaws of the Company
 4.1*                Specimen Common Stock Certificate
 5.1***              Opinion of Jones Vargas, Chartered, Nevada Counsel to the Company
10.01†               2005 Incentive Stock Plan, filed as an exhibit to the Registration Statement on Form S-8 filed with the Securities and
                     Exchange Commission on October 14, 2005 and incorporated herein by reference.
10.02†               2007 Incentive Stock Plan, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Securities and Exchange
                     Commission on September 14, 2007 and incorporated herein by reference.
10.03†               Stock Option Plan, filed as an exhibit to the definitive proxy statement on Schedule 14A filed with the Securities and
                     Exchange Commission on May 22, 2009 and incorporated herein by reference.
10.04                Production Lease, dated as of April 15, 2009, by and between the Company and Her Majesty the Queen in the Right of the
                     Province of Nova Scotia, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Securities and Exchange
                     Commission on April 20, 2009 and incorporated herein by reference.
10.05                Overriding Royalty Agreement, dated as of June 10, 2009, by and between Elmworth Energy Corporation and Contact
                     Exploration Inc., filed as an exhibit to the Current Report on Form 8-K filed with the Securities and Exchange Commission
                     on September 2, 2009 and incorporated herein by reference.
10.06                Memorandum of Understanding, dated as of November 30, 2009, by and among Triangle Petroleum Corporation, Palo Alto
                     Global Energy Master Fund, L.P. and Mark Gustafson, filed as an exhibit to the Current Report on Form 8-K filed with the
                     Securities and Exchange Commission on December 3, 2009 and incorporated herein by reference.
10.07                Separation Agreement, dated as of November 30, 2009, by and between Triangle Petroleum Corporation and Mark
                     Gustafson, filed as an exhibit to the Current Report on Form 8-K filed with the Securities and Exchange Commission on
                     December 3, 2009 and incorporated herein by reference.
10.08                Termination of Employment of Shaun Toker, dated December 23, 2009, filed as an exhibit to the Current Report on Form
                     8-K filed with the Securities and Exchange Commission on January 5, 2010 and incorporated herein by reference.
10.09                Termination of Employment of J. Howard Anderson, dated December 30, 2009, filed as an exhibit to the Current Report on
                     Form 8-K filed with the Securities and Exchange Commission on January 5, 2010 and incorporated herein by reference.
10.10†               Employment Agreement, effective as of January 29, 2010, by and between Triangle USA Petroleum Corporation and Peter
                     Hill, filed as an exhibit to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 9,
                     2010 and incorporated herein by reference.

                                                                         II-3
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Index to Financial Statements

10.11                Employment Agreement, effective as of January 29, 2010, by and between Triangle USA Petroleum Corporation and
                     Jonathan Samuels, filed as an exhibit to the Annual Report on Form 10-K filed with the Securities and Exchange
                     Commission on April 9, 2010 and incorporated herein by reference.
10.12*†              Deferred Share Unit Agreement, dated February 2, 2010 between Triangle Petroleum Corporation and Peter Hill
10.13*†              Deferred Share Unit Agreement, dated February 2, 2010 between Triangle Petroleum Corporation and Jonathan Samuels
14.01                Code of Business Conduct and Ethics, filed as an exhibit to the Current Report on Form 8-K filed with the Securities and
                     Exchange Commission on October 25, 2010 and incorporated herein by reference.
21.01**              List of Subsidiaries
23.01*               Consent of KPMG LLP, Independent Accountants
23.02*               Consent of Ryder Scott, Independent Petroleum Engineers
23.03***             Consent of Jones Vargas, Chartered, Nevada Counsel to the Company (included in Exhibit 5.1)
24.01**              Power of Attorney (set forth on the signature page to this registration statement)

*       Filed herewith.
**      Previously filed.
*** To be filed by amendment.
†       Management Contract or Compensatory Plan or Arrangement.

(b) Financial statement schedules.
        Not applicable.

Item 17.       Undertakings.
      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes that:
       (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

      (2) For the purpose of determining any liability under the Securities Act, each post effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

                                                                         II-4
Table of Contents

Index to Financial Statements


                                                                    Signatures

      Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Denver, Colorado, on the 25th day of October, 2010.

                                                                      Triangle Petroleum Corporation

Date: October 25, 2010                                                By:    /s/ Peter Hill
                                                                       Name: Peter Hill
                                                                      Title: Chief Executive Officer
                                                                             (Principal Executive Officer)

                                                                      Triangle Petroleum Corporation

Date: October 25, 2010                                                By:    /s/ Jonathan Samuels
                                                                       Name: Jonathan Samuels
                                                                      Title: Chief Financial Officer
                                                                             (Principal Financial and Accounting Officer)

     Pursuant to the requirements of the Securities Act, as amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.


                                                                    Signatures

      Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities
indicated on.

Signature and Title                                                                                         Date


/s/ Peter Hill                                                                                       October 25, 2010
Peter Hill
(Principal Executive Officer)

/s/ Jonathan Samuels                                                                                 October 25, 2010
Jonathan Samuels
(Principal Financial and Accounting Officer)

                                *                                                                    October 25, 2010
F. Gardner Parker
Director

                                *                                                                    October 25, 2010
Stephen A. Holditch
Director

                                *                                                                    October 25, 2010
Randal Matkaluk
Director

* /s/ Jonathan Samuels                                                                               October 25, 2010
Attorney-in-fact

                                                                        II-5
Table of Contents

Index to Financial Statements



                                                                 EXHIBIT INDEX

 1.1***              Form of Underwriting Agreement
 3.1                 Articles of Incorporation, filed as an exhibit to the registration statement on Form SB-2 filed with the Securities and
                     Exchange Commission on February 27, 2004 and incorporated herein by reference.
 3.2                 Certificate of Amendment to Articles of Incorporation, filed as an exhibit to the Current Report on Form 8-K filed with the
                     Securities and Exchange Commission on March 12, 2010 and incorporated herein by reference.
 3.3                 Amended and Restated Bylaws of the Company, filed as an exhibit to the Current Report on Form 8-K filed with the
                     Securities and Exchange Commission on November 19, 2008 and incorporated herein by reference.
 3.4*                Form of Second Amended and Restated Bylaws of the Company
 4.1*                Specimen Common Stock Certificate
 5.1***              Opinion of Jones Vargas, Chartered, Nevada Counsel to the Company
10.01†               2005 Incentive Stock Plan, filed as an exhibit to the Registration Statement on Form S-8 filed with the Securities and
                     Exchange Commission on October 14, 2005 and incorporated herein by reference.
10.02†               2007 Incentive Stock Plan, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Securities and Exchange
                     Commission on September 14, 2007 and incorporated herein by reference.
10.03†               Stock Option Plan, filed as an exhibit to the definitive proxy statement on Schedule 14A filed with the Securities and
                     Exchange Commission on May 22, 2009 and incorporated herein by reference.
10.04                Production Lease, dated as of April 15, 2009, by and between the Company and Her Majesty the Queen in the Right of the
                     Province of Nova Scotia, filed as an exhibit to the Quarterly Report on Form 10-Q filed with the Securities and Exchange
                     Commission on April 20, 2009 and incorporated herein by reference.
10.05                Overriding Royalty Agreement, dated as of June 10, 2009, by and between Elmworth Energy Corporation and Contact
                     Exploration Inc., filed as an exhibit to the Current Report on Form 8-K filed with the Securities and Exchange Commission
                     on September 2, 2009 and incorporated herein by reference.
10.06                Memorandum of Understanding, dated as of November 30, 2009, by and among Triangle Petroleum Corporation, Palo Alto
                     Global Energy Master Fund, L.P. and Mark Gustafson, filed as an exhibit to the Current Report on Form 8-K filed with the
                     Securities and Exchange Commission on December 3, 2009 and incorporated herein by reference.
10.07                Separation Agreement, dated as of November 30, 2009, by and between Triangle Petroleum Corporation and Mark
                     Gustafson, filed as an exhibit to the Current Report on Form 8-K filed with the Securities and Exchange Commission on
                     December 3, 2009 and incorporated herein by reference.
10.08                Termination of Employment of Shaun Toker, dated December 23, 2009, filed as an exhibit to the Current Report on Form
                     8-K filed with the Securities and Exchange Commission on January 5, 2010 and incorporated herein by reference.
10.09                Termination of Employment of J. Howard Anderson, dated December 30, 2009, filed as an exhibit to the Current Report on
                     Form 8-K filed with the Securities and Exchange Commission on January 5, 2010 and incorporated herein by reference.
10.10†               Employment Agreement, effective as of January 29, 2010, by and between Triangle USA Petroleum Corporation and Peter
                     Hill, filed as an exhibit to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 9,
                     2010 and incorporated herein by reference.

                                                                         II-6
Table of Contents

Index to Financial Statements

10.11                Employment Agreement, effective as of January 29, 2010, by and between Triangle USA Petroleum Corporation and
                     Jonathan Samuels, filed as an exhibit to the Annual Report on Form 10-K filed with the Securities and Exchange
                     Commission on April 9, 2010 and incorporated herein by reference.
10.12*†              Deferred Share Unit Agreement, dated February 2, 2010 between Triangle Petroleum Corporation and Peter Hill
10.13*†              Deferred Share Unit Agreement, dated February 2, 2010 between Triangle Petroleum Corporation and Jonathan Samuels
14.01                Code of Business Conduct and Ethics, filed as an exhibit to the Current Report on Form 8-K filed with the Securities and
                     Exchange Commission on October 25, 2010 and incorporated herein by reference.
21.01**              List of Subsidiaries
23.01*               Consent of KPMG LLP, Independent Accountants
23.02*               Consent of Ryder Scott, Independent Petroleum Engineers
23.03***             Consent of Jones Vargas, Chartered, Nevada Counsel to the Company (included in Exhibit 5.1)
24.01**              Power of Attorney (set forth on the signature page to this registration statement)

*       Filed herewith.
**      Previously filed.
*** To be filed by amendment.
†       Management Contract or Compensatory Plan or Arrangement.

                                                                         II-7
 SECOND AMENDED AND RESTATED

             BY-LAWS

                OF

TRIANGLE PETROLEUM CORPORATION

       A Nevada Corporation

     Effective November   , 2010
                                                     TABLE OF CONTENTS

                                                                         Page

                                                           ARTICLE I
                                                            OFFICES
S
ECTION   1.1   R EGISTERED O FFICE                                          5
S
ECTION   1.2   O THER O FFICES                                              5
                                                           ARTICLE II
                                             MEETINGS OF STOCKHOLDERS
S
ECTION   2.1   P LACE OF M EETINGS                                          5
S
ECTION   2.2   A NNUAL M EETINGS                                            5
S
ECTION   2.3   S PECIAL M EETINGS                                           6
S
ECTION   2.4   N OTICE                                                      6
S
ECTION   2.5   A DJOURNMENTS                                                6
S
ECTION   2.6   Q UORUM                                                      7
S
ECTION   2.7   V OTING                                                      7
S
ECTION   2.8   P ROXIES                                                     8
S
ECTION   2.9   C ONSENT OF S TOCKHOLDERS IN L IEU OF M EETING               9
S
ECTION   2.1
0              L IST OF S TOCKHOLDERS E NTITLED TO V OTE                  11
S
ECTION   2.1
1              R ECORD D ATE                                              12
S
ECTION   2.1
2              S TOCK L EDGER                                             13
S
ECTION   2.1
3              C ONDUCT OF M EETINGS                                      13
S
ECTION   2.1
4              I NSPECTORS OF E LECTION                                   14
S
ECTION   2.1
5              N ATURE OF B USINESS AT M EETINGS OF S TOCKHOLDERS         15
S
ECTION   2.1
6              N OMINATION OF D IRECTORS                                  18
                                                       ARTICLE III
                                                       DIRECTORS
S
ECTION   3.1   N UMBER AND E LECTION OF D IRECTORS                        23
S              V ACANCIES                                                 24
ECTION   3.2
S
ECTION   3.3   D UTIES AND P OWERS                           24
S
ECTION   3.4   M EETINGS                                     24
S
ECTION   3.5   O RGANIZATION                                 25
S
ECTION   3.6   R ESIGNATIONS AND R EMOVALS OF D IRECTORS     25
S
ECTION   3.7   Q UORUM AND V OTING                           26
S
ECTION   3.8   A CTIONS OF THE B OARD BY W RITTEN C ONSENT   27
S
ECTION   3.9   M EETINGS BY M EANS OF C ONFERENCE T ELEPHONE           27
S
ECTION   3.1
0              C OMMITTEES                                             27
S
ECTION   3.1
1              C OMPENSATION                                           29
S
ECTION   3.1
2              I NTERESTED D IRECTORS                                  29
S
ECTION   3.1
3              D UTY OF C ARE OF D IRECTORS AND O FFICERS              30
                                                         ARTICLE IV
                                                            OFFICERS
S
ECTION   4.1   G ENERAL                                                30
S
ECTION   4.2   E LECTION , Q UALIFICATION AND T ERM OF O FFICE         31
S
ECTION   4.3   V OTING S ECURITIES O WNED BY THE C ORPORATION          31
S
ECTION   4.4   R EMOVAL                                                31
S
ECTION   4.5   R ESIGNATION                                            32
S
ECTION   4.6   V ACANCIES                                              32
S
ECTION   4.7   P OWERS AND D UTIES                                     32
S
ECTION   4.8   S ALARIES                                               32
S
ECTION   4.9   O THER O FFICERS                                        32
                                                         ARTICLE V
                                                             STOCK
S
ECTION   5.1   S HARES OF S TOCK                                       32
S
ECTION   5.2   S IGNATURES                                             33
S
ECTION   5.3   L OST C ERTIFICATES                                     33
S
ECTION   5.4   T RANSFERS                                              34
S
ECTION   5.5   D IVIDEND R ECORD D ATE                                 35
S
ECTION   5.6   R ECORD O WNERS                                         35
S
ECTION   5.7   T RANSFER AND R EGISTRY A GENTS                         35
S
ECTION   5.8   C ONSIDERATION FOR S HARES                              36
                                                         ARTICLE VI
                                                            NOTICES
S
ECTION   6.1   N OTICES                                                36
S
ECTION   6.2   W AIVERS OF N OTICE                        36
                                         ARTICLE VII
                                     GENERAL PROVISIONS
S
ECTION   7.1   D IVIDENDS                                 37
S
ECTION   7.2   D ISBURSEMENTS                             38
S
ECTION   7.3   F ISCAL Y EAR                              38
S
ECTION   7.4   C ORPORATE S EAL                                                                                           38
                                                        ARTICLE VIII
                                                     INDEMNIFICATION
S              P OWER TO I NDEMNIFY IN A CTIONS , S UITS OR P ROCEEDINGS OTHER THAN T HOSE BY OR IN THE R IGHT OF THE C
ECTION   8.1   ORPORATION                                                                                                 38
S
ECTION   8.2   P OWER TO I NDEMNIFY IN A CTIONS , S UITS OR P ROCEEDINGS BY OR IN THE R IGHT OF THE C ORPORATION          39
S
ECTION   8.3   A UTHORIZATION OF I NDEMNIFICATION                                                                         40
S
ECTION   8.4   G OOD F AITH D EFINED                                                                                      41
S
ECTION   8.5   I NDEMNIFICATION BY A C OURT                                                                               41
S
ECTION   8.6   E XPENSES P AYABLE IN A DVANCE                                                                             42
S
ECTION   8.7   N ONEXCLUSIVITY OF I NDEMNIFICATION AND A DVANCEMENT OF E XPENSES                                          42
S
ECTION   8.8   I NSURANCE                                                                                                 43
S
ECTION   8.9   C ERTAIN D EFINITIONS                                                                                      43
S
ECTION   8.1
0              S URVIVAL OF I NDEMNIFICATION AND A DVANCEMENT OF E XPENSES                                                44
S
ECTION   8.1
1              L IMITATION ON I NDEMNIFICATION                                                                            44
S
ECTION   8.1
2              I NDEMNIFICATION OF E MPLOYEES AND A GENTS                                                                 45
                                                         ARTICLE IX
                                                      MISCELLANEOUS
S
ECTION   9.1   S USPENSION OF C ERTAIN R IGHTS                                                                            45
S
ECTION   9.2   A CQUISITION OF C ONTROLLING I NTEREST S TATUTE O PT –O UT                                                 45
                                                         ARTICLE X
                                                       AMENDMENTS
S ECTION
10.1           A MENDMENTS                                                                                                45
S
ECTION 10.
2              E NTIRE B OARD OF D IRECTORS                                                                               46
                                                 SECOND AMENDED AND RESTATED
                                                                BY-LAWS
                                                                    OF
                                               TRIANGLE PETROLEUM CORPORATION
                                                  (hereinafter called the ―Corporation‖)

                                                                  ARTICLE I

                                                                   OFFICES

           Section 1.1 Registered Office . The address of the registered office of the Corporation within the State of Nevada is 6100 Neil
Road, Suite 500, Reno, Nevada 89511.

           Section 1.2 Other Offices . The Corporation may also have offices at such other places, both within and without the State of
Nevada, as the board of directors of the Company (the ―Board of Directors‖) may from time to time determine.


                                                                  ARTICLE II

                                                     MEETINGS OF STOCKHOLDERS

           Section 2.1 Place of Meetings . Meetings of the stockholders for the election of directors or for any other purpose shall be held at
such time and place, either within or without the State of Nevada, as shall be designated from time to time by the Board of Directors.

            Section 2.2 Annual Meetings . The Annual Meeting of Stockholders for purposes of the Nevada Revised Statutes (―NRS‖) 78.330
shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. The election of directors and any
other proper business may be transacted at the Annual Meeting of Stockholders.

                                                                        5
            Section 2.3 Special Meetings . Unless otherwise required by law or by the articles of incorporation of the Corporation, as amended
and restated from time to time (the ―Articles of Incorporation‖), Special Meetings of Stockholders, for any purpose or purposes, may be called
at any time by the President of the Corporation or by a majority of the Board. Such request shall state the purpose or purposes of the proposed
meeting. At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any
supplement thereto).

            Section 2.4 Notice . Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a Special Meeting, the purpose or purposes
for which the meeting is called. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting, and shall be delivered
in accordance with NRS 78.370.

            Section 2.5 Adjournments . Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original
meeting. If the adjournment is for more than sixty (60) days, or if after the adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting in accordance with the requirements of Section 2.4 hereof shall be given to each stockholder of record
(including the new record date) entitled to notice of and to vote at the meeting.

                                                                        6
           Section 2.6 Quorum . Unless otherwise required by applicable law or the Articles of Incorporation, the holders of one-third (1/3) of
the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal
of enough votes to leave less than a quorum. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in
the manner provided in Section 2.5 hereof, until a quorum shall be present or represented.

             Section 2.7 Voting . Unless otherwise required by law, the Articles of Incorporation or these By-Laws or permitted by the rules of
any stock exchange on which the Corporation’s shares are listed and traded, any question brought before any meeting of the stockholders, other
than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital
stock represented at the meeting and entitled to vote on such question, voting as a single class. Unless otherwise provided in the Articles of
Incorporation, and subject to Section 2.11(a), each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote
for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in
Section 2.8. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such
officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

                                                                         7
             Section 2.8 Proxies . Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be
voted upon after three years from its date of creation, unless such proxy provides for a longer period, which may not exceed seven years from
the date of its creation. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder
as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:
                 (i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution
           may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing
           or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile
           signature.
                 (ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing
           the transmission of an electronic record to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy
           support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive the
           transmission, provided that any such electronic record must either set forth or be submitted with

                                                                         8
           information from which it can be determined that the electronic record was authorized by the stockholder. If it is determined that
           such electronic record is valid, the inspectors or, if there are no inspectors, such other persons making that determination shall
           specify the information on which they relied.

Any copy, facsimile or other electronic telecommunication or other reliable reproduction of the writing or electronic record authorizing another
person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or electronic record for any and all
purposes for which the original writing or electronic record could be used; provided , however , that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire original writing or electronic record.

           Section 2.9 Consent of Stockholders in Lieu of Meeting .

                   (a) Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any Annual or
Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. Every written
consent shall

                                                                         9
bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action
referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 2.9 to the
Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to the
Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of
meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original
writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the
meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action
were delivered to the Corporation as provided above in this Section 2.9.

                   (b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which date shall not be less than ten (10) days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors. Any stockholder of record

                                                                        10
seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary of the
Corporation, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days
after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of
Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first
date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation’s principal place of
business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are
recorded, to the attention of the Secretary of the Corporation. If no record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

           Section 2.10 List of Stockholders Entitled to Vote . The officer of the Corporation who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) days but not more than sixty (60) days, before every meeting of the stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list shall be open to

                                                                        11
the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten
(10) days prior to the meeting (i) either at a place within the city where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be held or (ii) during ordinary business hours, at the principal place of
business of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

            Section 2.11 Record Date .

                    (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the
stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day before the day on which the first
notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination
of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting;
provided , however , that the Board of Directors may fix a new record date for the adjourned meeting.

                                                                         12
                    (b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. If no record date has been fixed
by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors
adopts the resolution taking such prior action.

           Section 2.12 Stock Ledger . The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by Section 2.10 or the books of the Corporation, or to vote in person or by proxy at any meeting of
the stockholders.

          Section 2.13 Conduct of Meetings . The Board of Directors may adopt by resolution such rules and regulations for the conduct of
any meeting of the

                                                                       13
stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations under the NRS or as adopted by the
Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall
open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety
of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly
authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting
after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

            Section 2.14 Inspectors of Election . In advance of any meeting of the stockholders, the Board of Directors, by resolution, the
Chairman or the President shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other
persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting
of the stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by
applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the

                                                                         14
discharge of the duties of inspector, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according
to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the
vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

             Section 2.15 Nature of Business at Meetings of Stockholders . Only such business (other than nominations for election to the Board
of Directors and the election of directors, which must comply with the provisions of Section 2.16) may be transacted at an Annual Meeting of
Stockholders as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise properly brought before the Annual Meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the Annual Meeting by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.15 and on the record date for
the determination of stockholders entitled to notice of and to vote at such Annual Meeting and (ii) who complies with the notice procedures set
forth in this Section 2.15.

           In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder,
such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

             To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive
offices of the Corporation not less than ninety (90) days nor more than one-hundred and twenty (120) days prior to the

                                                                         15
anniversary date of the immediately preceding Annual Meeting of Stockholders; provided , however , that in the event that the Annual Meeting
is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual
Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs. In no event shall the
adjournment or postponement of an Annual Meeting, or the public announcement of such an adjournment or postponement, commence a new
time period (or extend any time period) for the giving of a stockholder’s notice as described above.

             To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each matter
such stockholder proposes to bring before the Annual Meeting, a brief description of the business desired to be brought before the Annual
Meeting and the reasons for conducting such business at the Annual Meeting, and (b) as to the stockholder giving notice and the beneficial
owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series and number of
all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person,
(B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any
affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder,
(C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction
has been entered into

                                                                        16
by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the
extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of
shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or
intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or
associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or
associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings
(whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons
(including their names) in connection with the proposal of such business and any material interest of such person or any affiliates or associates
of such person, in such business, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person, (iv) a
representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting to bring such business before
the meeting; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing
required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such
person before the Annual Meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the ―Exchange Act‖), and the
rules and regulations promulgated thereunder.

                                                                        17
            A stockholder providing notice of business proposed to be brought before an Annual Meeting shall further update and supplement
such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.15 shall be true
and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting and such update and
supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than
five (5) business days after the record date for determining the stockholders entitled to receive notice of the Annual Meeting.

           No business shall be conducted at the Annual Meeting of Stockholders except business brought before the Annual Meeting in
accordance with the procedures set forth in this Section 2.15; provided , however , that, once business has been properly brought before the
Annual Meeting in accordance with such procedures, nothing in this Section 2.15 shall be deemed to preclude discussion by any stockholder of
any such business. If the chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in
accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.

           Nothing contained in this Section 2.15 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the
Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

           Section 2.16 Nomination of Directors . Only natural persons of at least 18 years of age who are nominated in accordance with the
following procedures shall be

                                                                        18
eligible for election as directors of the Corporation, except as may be otherwise provided in the Articles of Incorporation with respect to the
right of holders of preferred stock, if any, of the Corporation to nominate and elect a specified number of directors in certain circumstances.
Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting
of Stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice
provided for in this Section 2.16 and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual
Meeting or Special Meeting and (ii) who complies with the notice procedures set forth in this Section 2.16.

            In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given
timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be
delivered to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an Annual Meeting, not less than
ninety (90) days nor more than one-hundred and twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting
of Stockholders; provided , however , that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days
before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date
of the Annual Meeting was made, whichever first occurs;

                                                                        19
and (b) in the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the close of business on the
tenth (10th) day following the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of the Special
Meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting or a Special Meeting
called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period
(or extend any time period) for the giving of a stockholder’s notice as described above.

            To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each person
whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person
and that such person is a natural person of at least 18 years of age, (ii) the principal occupation or employment of such person, (iii) (A) the class
or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or
associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record
by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such
nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or
other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the
Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short
position or any borrowing or lending

                                                                         20
of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or
intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or
associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or
associates of such person, with respect to stock of the Corporation; and (iv) any other information relating to such person that would be
required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) as to the stockholder
giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and record address of the
stockholder giving the notice and the name and principal place of business of such beneficial owner; (ii) (A) the class or series and number of
all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person,
(B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or
associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent
to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or
on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent
to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of
stock of the

                                                                        21
Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the
foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such
person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such
person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral)
between such person, or any affiliates or associates of such person, and any proposed nominee or any other person or persons (including their
names) pursuant to which the nomination(s) are being made by such person, and any material interest of such person, or any affiliates or
associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such
person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting or Special
Meeting to nominate the persons named in its notice; and (v) any other information relating to such person that would be required to be
disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

           A stockholder providing notice of any nomination proposed to be made at an Annual Meeting or Special Meeting shall further
update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice

                                                                        22
pursuant to this Section 2.16 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the
Annual Meeting or Special Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the
principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled
to receive notice of such Annual Meeting or Special Meeting.

             No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set
forth in this Section 2.16. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.


                                                                  ARTICLE III

                                                                  DIRECTORS

            Section 3.1 Number and Election of Directors . The Board of Directors shall consist of not less than one nor more than thirteen
members, the exact number of which shall be fixed from time to time by the Board of Directors. Except as provided in Section 3.2, directors
shall be elected by a plurality of the votes cast at each Annual Meeting of Stockholders and each director so elected shall hold office until the
next Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death,
resignation or removal. Directors must be natural persons of at least 18 years of age but need not be stockholders of the Corporation or
residents of the State of Nevada.

                                                                        23
            Section 3.2 Vacancies . Unless otherwise required in the Articles of Incorporation, vacancies on the Board of Directors or any
committee thereof arising through death, resignation, removal, an increase in the number of directors constituting the Board of Directors or
such committee or otherwise may be filled only by a majority of the remaining directors then in office, though less than a quorum, or by a sole
remaining director. The directors so chosen shall, in the case of the Board of Directors, hold office until the next annual election and until their
successors are duly elected and qualified, or until their earlier death, resignation or removal and, in the case of any committee of the Board of
Directors, shall hold office until their successors are duly appointed by the Board of Directors or until their earlier death, resignation or
removal.

            Section 3.3 Duties and Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board
of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the
Articles of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

            Section 3.4 Meetings . The Board of Directors and any committee thereof may hold meetings, both regular and special, either within
or without the State of Nevada. Regular meetings of the Board of Directors or any committee thereof may be held without notice at such time
and at such place as may from time to time be determined by the Board of Directors or such committee, respectively. Special meetings of the
Board of Directors may be called by the Chairman, if any, or the President. Special meetings of any committee of the Board of Directors may
be called by the chairman of such committee, if any, the President, or any director serving on such

                                                                         24
committee. Notice thereof stating the place, date and hour of the meeting shall be given to each director (or, in the case of a committee, to each
member of such committee) either by mail not less than seventy-two (72) hours before the date of the meeting, by telephone or electronic mail
on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in
the circumstances.

            Section 3.5 Organization . At each meeting of the Board of Directors or any committee thereof, the Chairman of the Board of
Directors or the chairman of such committee, as the case may be, or, in his or her absence or if there be none, a director chosen by a majority of
the directors present, shall act as chairman. Except as provided below, the Secretary of the Corporation shall act as secretary at each meeting of
the Board of Directors and of each committee thereof. In case the Secretary shall be absent from any meeting of the Board of Directors or of
any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting
of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.
Notwithstanding the foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any
meeting of such committee and the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve
in such capacity.

          Section 3.6 Resignations and Removals of Directors . Any director of the Corporation may resign from the Board of Directors or
any committee thereof at any time, by giving notice in writing to the Chairman of the Board of Directors, if any, the

                                                                       25
President or the Secretary of the Corporation and, in the case of a committee, to the chairman of such committee, if any. Such resignation shall
take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of
such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of
the holders of shares of preferred stock then outstanding, any director or the entire Board of Directors may be removed from office at any time,
with or without cause, and only by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the issued and
outstanding capital stock of the Corporation entitled to vote in the election of directors. Any director serving on a committee of the Board of
Directors may be removed from such committee at any time by the Board of Directors.

           Section 3.7 Quorum and Voting .

                   (a) Except as otherwise required or permitted by the Articles of Incorporation, the NRS or the rules and regulations of any
securities exchange or quotation system on which the Corporation’s securities are listed or quoted for trading, at all meetings of the Board of
Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the
case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at
any meeting at which there is a quorum shall be the act of the Board of Directors or such committee, as applicable. If a quorum shall not be
present at any meeting of the Board of Directors or any committee thereof, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

                                                                         26
                  (b) Each director shall have one vote for any action required or permitted to be taken at any meeting of the Board or any
committee thereof or without a meeting as provided herein. In accordance with NRS 78.330, all directors and classes of directors shall have the
same voting rights.

            Section 3.8 Actions of the Board by Written Consent . Unless otherwise provided in the Articles of Incorporation or these By-Laws,
any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a
meeting, if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or such committee.

           Section 3.9 Meetings by Means of Conference Telephone . Unless otherwise provided in the Articles of Incorporation or these
By-Laws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting
can hear each other, and participation in a meeting pursuant to this Section 3.9 shall constitute presence in person at such meeting.

           Section 3.10 Committees . The Board of Directors may designate one or more committees, each committee to consist of one or
more of the directors of the Corporation. Each member of a committee must meet the requirements for membership,

                                                                      27
if any, imposed by applicable law and the rules and regulations of any securities exchange or quotation system on which the securities of the
Corporation are listed or quoted for trading. The Board of Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of any such committee. Subject to the rules and regulations of
any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading, in the absence or
disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace
the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not
such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution
establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each
committee shall keep regular minutes and report to the Board of Directors when required. Notwithstanding anything to the contrary contained
in this Article III, the resolution of the Board of Directors establishing any committee of the Board of Directors and/or the charter of any such
committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or
in addition to, those set forth in these By-Laws and, to the extent that there is any inconsistency between these By-Laws and any such
resolution or charter, the terms of such resolution or charter shall be controlling; provided that it complies with the NRS.

                                                                        28
            Section 3.11 Compensation . The directors may be paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director,
payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed like compensation for service as committee members.

             Section 3.12 Interested Directors . Subject to compliance with NRS 78.140, no contract or transaction between the Corporation and
one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in
which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts
as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s
or officer’s relationship or interest and as to the contract or transaction are

                                                                          29
disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote
of the stockholders holding a majority of the voting power (the votes of the common or interested directors may be counted); (iii) the contract
or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or
the stockholders; and (iv) is in compliance with NRS 78.140. Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction as set forth herein.

            Section 3.13 Duty of Care of Directors and Officers . As provided by NRS 78.138, directors and officers of the Corporation in
exercising their powers and discharging their duties shall (a) act honestly and in good faith with a view to the best interests of the Corporation;
and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. As provided in
NRS 78.138(7), every director and officer of the Corporation shall be liable for a breach of his fiduciary duties and any breach involving
intentional misconduct, fraud or a knowing violation of law.


                                                                  ARTICLE IV

                                                                   OFFICERS

            Section 4.1 General . The officers of the Corporation shall consist of a chief executive officer, president, chief operating officer,
chief financial officer and a secretary, each of whom shall be elected by the Board. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board. All

                                                                        30
officers must be natural persons and any natural person may hold two or more offices, except that in the event that the Corporation shall have
more than one director, the offices of president and secretary shall be held by different persons.

           Section 4.2 Election, Qualification and Term of Office . Each of the officers shall be elected by the Board. None of said officers
need be a director. Except as hereinafter provided, each of said officers shall hold office from the date of his/her election until the next annual
meeting of the Board and until his/her successor shall have been duly elected and qualified or until his or her removal or resignation.

            Section 4.3 Voting Securities Owned by the Corporation . Powers of attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the
President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and
on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of
security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any
and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and
possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

           Section 4.4 Removal . The Board of Directors shall have the right to remove, with or without cause, any officer whenever in its
judgment the best interests of the Corporation will be served thereby.

                                                                         31
            Section 4.5 Resignation . Any officer may resign at any time by giving notice to the Board, the president or the secretary. Any such
resignation shall take effect at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

           Section 4.6 Vacancies . The Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for
the unexpired term and until his/her successor shall have been duly elected and qualified or until his or her removal or resignation.

            Section 4.7 Powers and Duties . The powers and duties of the respective corporate officers shall be determined by the Board.

            Section 4.8 Salaries . The salaries of all officers of the Corporation shall be fixed by the Board.

           Section 4.9 Other Officers . Such other officers as the Board of Directors may choose shall perform such duties and have such
powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of
the Corporation the power to choose such other officers and to prescribe their respective duties and powers.


                                                                    ARTICLE V

                                                                       STOCK

          Section 5.1 Shares of Stock . The shares of capital stock of the Corporation shall be represented by a certificate, unless and until the
Board of Directors adopts a resolution permitting shares to be uncertificated. Notwithstanding the adoption

                                                                          32
of any such resolution providing for uncertificated shares, every holder of capital stock of the Corporation theretofore represented by
certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the
Corporation signed by, or in the name of the Corporation by, (a) the Chairman of the Board, the Vice Chairman of the Board, the Chief
Executive Officer, the President or any Executive Vice President, and (b) the Chief Financial Officer, the Secretary or an Assistant Secretary,
certifying the number of shares owned by such stockholder in the Corporation.

            Section 5.2 Signatures . Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.

             Section 5.3 Lost Certificates . Unless otherwise provided in the Articles of Incorporation or these By-laws, the Board of Directors
may direct a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative,
to identify the same in such manner as the Board of Directors shall

                                                                         33
require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the
Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated
shares.

             Section 5.4 Transfers . Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these
By-Laws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person
named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly
endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper
transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of
all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided , however , that
such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall
determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the
Corporation shall be marked ―Cancelled,‖ with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the
transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock
records of the Corporation by an entry showing from and to whom transferred.

                                                                         34
            Section 5.5 Dividend Record Date . Subject to compliance with NRS 78.288 and 78.300, and the Articles of Incorporation, in order
that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record
date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.

           Section 5.6 Record Owners . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books
as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

           Section 5.7 Transfer and Registry Agents . The Corporation may from time to time maintain one or more transfer offices or
agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

                                                                       35
             Section 5.8 Consideration for Shares . The Board of Directors may authorize shares to be issued for consideration consisting of any
tangible or intangible property or benefit to the Corporation including, without limitation, cash, services performed or other securities of the
Corporation. When the Corporation receives the consideration for which the Board of Directors authorized the issuance of shares, such shares
shall be fully paid and non-assessable (if non-assessable stock) and the stockholders shall not be liable to the Corporation or to its creditors in
respect thereof.


                                                                  ARTICLE VI

                                                                    NOTICES

            Section 6.1 Notices . Whenever written notice is required by the NRS, the Articles of Incorporation or these By-Laws, to be given
to any director, member of a committee or stockholder, such notice may be given by mail in accordance with the NRS, and as permitted
thereby, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Written notice may also be given personally or by electronic transmission (by fax, electronic mail, or posting on electronic
network).

            Section 6.2 Waivers of Notice . Whenever any notice is required by applicable law, the Articles of Incorporation or these By-Laws,
to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to
notice, or by transmission of an electronic record by that person, whether before or after the time stated therein, shall be deemed equivalent
thereto.

                                                                        36
Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except
where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special
Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any
written waiver of notice unless so required by law, the Articles of Incorporation or these By-Laws.


                                                                 ARTICLE VII

                                                          GENERAL PROVISIONS

            Section 7.1 Dividends . Dividends upon the capital stock of the Corporation, subject to the requirements of the NRS and the
provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of
Directors (or any action by written consent in lieu thereof in accordance with Section 3.8 hereof), and may be paid in cash or in property other
than shares. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for
purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of
indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

                                                                       37
             Section 7.2 Disbursements . All checks or demands for money and notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board of Directors may from time to time designate.

           Section 7.3 Fiscal Year . The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

           Section 7.4 Corporate Seal . The corporate seal shall have inscribed thereon the name of the Corporation, the year of its
organization and the words ―Corporate Seal, Nevada‖. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.


                                                                 ARTICLE VIII

                                                             INDEMNIFICATION

            Section 8.1 Power to Indemnify in Actions, Suits or Proceedings othe r than Those by or in the Right of the Corporation . Subject to
Section 8.3 and to the fullest extent permitted by the NRS, the Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person reasonably

                                                                        38
believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

             Section 8.2 Power to Indemnify in Actions, Suits or Proceedings by o r in the Right of the Corporation . Subject to Section 8.3 and
to the fullest extent permitted by the NRS, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request
of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of
the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine
upon application that, despite the

                                                                         39
adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court in which such action or suit was brought deem proper.

            Section 8.3 Authorization of Indemnification . Any indemnification under this Article VIII (unless ordered by a court) shall be
made by the Corporation only as permitted by the NRS and authorized in the specific case upon a determination that indemnification of the
present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in
Section 8.1 or Section 8.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the
time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a
quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such
determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on
behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith,
without the necessity of authorization in the specific case.

                                                                         40
            Section 8.4 Good Faith Defined . For purposes of any determination under Section 8.3, a person shall be deemed to have acted in
good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is
based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of
the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or
on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 8.4 shall not be
deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of
conduct set forth in Section 8.1 or Section 8.2, as the case may be.

            Section 8.5 Indemnification by a Court . Notwithstanding any contrary determination in the specific case under Section 8.3, and
notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the
State of Nevada for indemnification to the extent otherwise permissible under Section 8.1 or Section 8.2. The basis of such indemnification by
a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person
has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2, as the case may be. Neither a contrary determination in the
specific case under Section 8.3 nor the absence of any determination

                                                                        41
thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any
applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation
promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.

            Section 8.6 Expenses Payable in Advance . Expenses (including attorneys’ fees) incurred by a director or officer in defending any
civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses
(including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the Corporation deems appropriate.

             Section 8.7 Nonexclusivity of Indemnification and Advancement of Expenses . The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under the Articles of Incorporation, these By-Laws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that indemnification of the persons specified in Section 8.1 and Section 8.2

                                                                        42
shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of
any person who is not specified in Section 8.1 or Section 8.2 but whom the Corporation has the power or obligation to indemnify under the
provisions of the NRS, or otherwise.

             Section 8.8 Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or
officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the
power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

             Section 8.9 Certain Definitions . For purposes of this Article VIII, references to ―the Corporation‖ shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or
was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request
of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation if its separate existence had continued.

                                                                         43
The term ―another enterprise‖ as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or
agent. For purposes of this Article VIII, references to ―fines‖ shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to ―serving at the request of the Corporation‖ shall include any service as a director, officer, employee or agent of
the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner ―not opposed to the best interests of the
Corporation‖ as referred to in this Article VIII.

           Section 8.10 Survival of Indemnification and Advancement of Expenses . The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

             Section 8.11 Limitation on Indemnification . Notwithstanding anything contained in this Article VIII to the contrary, except for
proceedings to enforce rights to indemnification (which shall be governed by Section 8.5), the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding
(or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.

                                                                        44
           Section 8.12 Indemnification of Employees and Agents . The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article VIII to directors and officers of the Corporation.


                                                                ARTICLE IX

                                                             MISCELLANEOUS

            Section 9.1 Suspension of Certain Rights . Without limiting the control granted to the Board of Directors over the affairs of the
Corporation pursuant to NRS 78.120, if intended to protect the interests of the Corporation and its stockholders as contemplated by NRS
78.139 and NRS 78.350, the Board of Directors shall first obtain the approval of the Corporation’s stockholders prior to granting or denying
any rights, privileges, power or authority to a holder of a specified number of shares or percentage of share ownership or voting power.

            Section 9.2 Acquisition of Controlling Interest Statute Opt–Out . The provisions of NRS 78.378 to 78.3793, inclusive, shall not
apply to the Corporation or to an acquisition of a ―controlling interest‖ (as defined in NRS 78.3785).


                                                                 ARTICLE X

                                                               AMENDMENTS

           Section 10.1 Amendments . These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be
adopted by the stockholders or by

                                                                       45
the Board of Directors; provided , however , that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the
notice of such meeting of the stockholders or Board of Directors, as the case may be. All such amendments must be approved by either the
holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

           Section 10.2 Entire Board of Directors . As used in this Article IX and in these By-Laws generally, the term ―entire Board of
Directors‖ means the total number of directors which the Corporation would have if there were no vacancies.

                                                                      ***

Adopted as of:

Last Amended as of:                                                         Certified by:

                                                                       46
                                                                                                                                  Exhibit 4.1

                                        TRIANGLE PETROLEUM CORPORATION
                               INCORPORATION UNDER THE LAWS OF THE STATE OF NEVADA
                                       AUTHORIZED SHARES $0.00001 PAR VALUE

NUMBER                                           SHARES
                                                 CUSIP
                                                 See Reverse
                                                 For Certain Definitions
THIS CERTIFIES THAT

Is The Owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF $0.00001 PAR VALUE COMMON STOCK OF


                                              TRIANGLE PETROLEUM CORPORATION

Transferable only on the books of the Company in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate is not valid unless countersigned by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, the said Company has caused this Certificate to be executed by the facsimile signatures of its duly authorized
officers and to be sealed with the facsimile seal of the Company.

Dated:


Secretary                                               SEAL                                      President

                                                                      1
TRIANGLE PETROLEUM CORPORATION

TRANSFER FEE: $                   PER NEW CERTIFICATE ISSUED

The following abbreviations when used in the inscription on the face of this certificate, shall be construed as though they were written out in
full according to applicable law or regulations:

TEN COM—as tenants in common
TEN ENT—as tenants by the entireties
JT TEN—as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT—                     Custodian                (Minor) under Uniform Gifts to Minors Act                    (State)

Additional abbreviations may also be used though not in the above list.

For Value Received,                hereby sell, assign and transfer unto               (Please insert Social Security or other identifying number
of Assignee).


(Please print or typewrite name and address, including zip code of Assignee)




                                                                         Shares of the Common Stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint                  attorney-in-fact to transfer the said stock on the books of the
within-named Corporation, with full power of substitution in the premises.

Dated:


                                                                                       Notice: The signatures to this Assignment must
                                                                                       correspond with the name(s) as written upon the face of
                                                                                       the certificate in every particular, without alteration or
                                                                                       enlargement or any change whatsoever.

Signature(s) Guaranteed:



The signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit
Unions with membership in an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.

                                                                           2
                                                                                                                                Exhibit 10.12

                                              TRIANGLE PETROLEUM CORPORATION
                                               DEFERRED SHARE UNIT AGREEMENT

1.   Agreement and Grant
     1.1   This Deferred Share Unit Agreement (this ―Agreement‖) is entered into between Triangle Petroleum Corporation (the
           ―Corporation‖) and Peter Hill (the ―Executive‖).
     1.2   Effective the date hereof, the Corporation hereby grants 600,000 Deferred Share Units to the Executive on and subject to the terms
           set out in this Agreement.
     1.3   Following the restructuring of the Corporation’s Board of Directors and management team in 2009, the Corporation has granted the
           DSUs to the Executive in order to incentivize and retain the Executive and to promote a greater alignment of interests between the
           Executive and the shareholders of the Corporation.

2.   Definitions
     2.1   ―Board of Directors‖ or ―Board‖ means those individuals who serve from time to time as the directors of the Corporation.
     2.2   ―Code‖ means the United States Internal Revenue Code of 1986, as amended.
     2.3   ―Common Share‖ means share of common stock in the capital of the Corporation.
     2.4   ―Deferred Share Unit‖ or ―DSU‖ means a unit credited by the Corporation to the Executive by way of a bookkeeping entry in the
           books of the Corporation, as determined by the Board, pursuant to this Agreement, the value of which at any particular date shall
           be the Fair Market Value at that date.
     2.5   ―Fair Market Value‖ means, with respect to any particular date, the simple average closing price of the Common Shares as traded
           on the stock exchange on which the highest aggregate volume of Common Shares have traded on each of the five trading days
           immediately preceding the particular date.
     2.6   ―U.S. Taxpayer‖ means a citizen or resident of the United States for United States federal income tax purposes.

3.   Vesting and Account
     3.1   The DSUs referred to in Section 1 shall vest and be automatically exchanged on a one-for-one basis, for Common Shares from the
           treasury of the Corporation, equal to the number of DSUs referred to in this Agreement, on February 2, 2011 (the ―Vesting Date‖).
     3.2   The Corporation shall maintain in its books an account (the ―DSU Account‖) for the Executive, recording at all times, the number
           of DSUs standing to the credit of the Executive. Upon the vesting of the DSUs and exchange for Common Shares as contemplated
           by the Agreement in satisfaction of the DSUs credited to the Executive, the DSUs shall be cancelled.
     3.3   In the event of any stock dividend, stock split, combination or exchange of Common Shares, merger, consolidation, spin-off or
           other distribution (other than normal cash dividends) of the Corporation’s assets to shareholders of the Corporation, or any other
           change affecting the Common Shares, such proportionate adjustments, if any, as the Board, in their discretion, may deem
           appropriate to reflect such change, shall be made with respect to the number of DSUs outstanding under this Agreement.

4.   Termination or Death of the Executive
     4.1   Where the Executive’s employment with the Corporation is terminated due to retirement, or voluntary resignation, or where the
           Executive’s employment is terminated by the Corporation, the DSUs in the Executive’s DSU Account will be cancelled, effective
           immediately.
     4.2   Where the Executive has died, the estate of the Executive may elect in writing to have the value of the DSUs in the Executive’s
           DSU Account become payable on February 2, 2011.
     4.3   In the event that the estate of the deceased Executive does not make an election in accordance with Section 4.2, the DSUs in the
           deceased Executive’s DSU Account will be cancelled on February 2, 2011.
     4.4   For purposes of determining how much is payable to the Executive’s estate in accordance with Section 4.2, the DSUs in the
           Executive’s DSU Account will be valued by multiplying the number of such DSUs by the average of the closing prices of a
           Common Share on the TXS Venture Exchange on the five consecutive trading days ending with the trading day immediately prior
           to the date the DSUs become payable.
     4.5   If an election pursuant to Section 4.2 is made, the value of the deceased Executive’s DSUs in the DSU Account will be paid to the
           Executive’s estate, in the form of Common Shares issued from the treasury of the Corporation, net of applicable withholdings,
           within 15 days of the date such amount becomes payable.

                                                                       2
5.   Acknowledgement
     The Executive confirms and acknowledges that:
     5.1   He has received and reviewed a copy of the terms of this Agreement and agrees to be bound by it.
     5.2   Nothing herein contained shall be deemed to give him the right to be retained as an employee of the Corporation.
     5.3   Under no circumstances shall the DSUs be considered Common Shares nor shall they entitle the Executive or any other person to
           exercise voting rights or have any other rights (including, without limitations, dividend entitlement or rights on liquidation)
           attaching to the ownership of Common Shares, nor shall the Executive or any other person be considered the owner of Common
           Shares or any interest therein by virtue of this Agreement.
     5.4   He will not be able to cause the Corporation to redeem DSUs granted under this Agreement.
     5.5   The value of DSUs is based on the value of the Common Shares of the Corporation and therefore is not guaranteed.

6.   Assignment
     6.1   DSUs are not assignable or transferable, except as contemplated by this Agreement.

7.   Administration
     7.1   This Agreement shall be administered by the Board.
     7.2   This Agreement may be amended or terminated at any time by the Board, except as to rights already accrued to the Executive
           hereunder.
     7.3   The Corporation will be responsible for all costs relating to the administration of this Agreement.
     7.4   The total authorized number of Common Shares which may be issued from treasury under this Agreement is 600,000, or such other
           number as may be approved by the Board and, if required, the shareholders of the Corporation.

                                                                       3
8.    Canadian and U.S. Tax
      8.1   This Agreement shall continuously meet the requirements of paragraph 6801(d) of the regulations under the Income Tax Act
            (Canada) or any successor to such provision and the requirements of Section 409A of the Code, as they may apply to the Executive
            in the event he is a U.S. Taxpayer. If any provision of this Agreement contravenes any regulations or U.S. Treasury guidance
            promulgated under Section 409A of the Code or would cause the DSUs to be subject to the interest and penalties under
            Section 409A of the Code, such provision of this Agreement shall, to the extent that it applies to the Executive, be modified to
            maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of
            Section 409A of the Code.

9.    Governing Law
      9.1   This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

10.   Compliance with Law
      10.1 Any obligation of the Corporation pursuant to the terms of this Agreement is subject to compliance with all applicable laws. The
           Executive shall comply with all applicable laws and furnish the Corporation with any and all information and undertakings as may
           be required to ensure compliance therewith.

11.   Withholding
      11.1 The Corporation shall be entitled to deduct any amount of withholding taxes and other withholding from any amount paid or
           credited hereunder.

                                                                     4
   IN WITNESS WHEREOF the Corporation and the Executive have each executed this Agreement as of February 2, 2010.

                                                            TRIANGLE PETROLEUM CORPORATION

                                                            By:
                                                                  Name:
                                                                  Title:

                                                            By:   /s/ Jonathan Samuels
                                                                  Name: Jonathan Samuels
                                                                  Title:   Chief Financial Officer

                                                                  /s/ Peter Hill
Witness                                                           Peter Hill

                                                             5
                                                                                                                                Exhibit 10.13

                                              TRIANGLE PETROLEUM CORPORATION
                                               DEFERRED SHARE UNIT AGREEMENT

1.   Agreement and Grant
     1.1   This Deferred Share Unit Agreement (this ―Agreement‖) is entered into between Triangle Petroleum Corporation (the
           ―Corporation‖) and Jonathan Samuels (the ―Executive‖).
     1.2   Effective the date hereof, the Corporation hereby grants 600,000 Deferred Share Units to the Executive on and subject to the terms
           set out in this Agreement.
     1.3   Following the restructuring of the Corporation’s Board of Directors and management team in 2009, the Corporation has granted the
           DSUs to the Executive in order to incentivize and retain the Executive and to promote a greater alignment of interests between the
           Executive and the shareholders of the Corporation.

2.   Definitions
     2.1   ―Board of Directors‖ or ―Board‖ means those individuals who serve from time to time as the directors of the Corporation.
     2.2   ―Code‖ means the United States Internal Revenue Code of 1986, as amended.
     2.3   ―Common Share‖ means share of common stock in the capital of the Corporation.
     2.4   ―Deferred Share Unit‖ or ―DSU‖ means a unit credited by the Corporation to the Executive by way of a bookkeeping entry in the
           books of the Corporation, as determined by the Board, pursuant to this Agreement, the value of which at any particular date shall
           be the Fair Market Value at that date.
     2.5   ―Fair Market Value‖ means, with respect to any particular date, the simple average closing price of the Common Shares as traded
           on the stock exchange on which the highest aggregate volume of Common Shares have traded on each of the five trading days
           immediately preceding the particular date.
     2.6   ―U.S. Taxpayer‖ means a citizen or resident of the United States for United States federal income tax purposes.

3.   Vesting and Account
     3.1   The DSUs referred to in Section 1 shall vest and be automatically exchanged on a one-for-one basis, for Common Shares from the
           treasury of the Corporation, equal to the number of DSUs referred to in this Agreement, on February 2, 2011 (the ―Vesting Date‖).
     3.2   The Corporation shall maintain in its books an account (the ―DSU Account‖) for the Executive, recording at all times, the number
           of DSUs standing to the credit of the Executive. Upon the vesting of the DSUs and exchange for Common Shares as contemplated
           by the Agreement in satisfaction of the DSUs credited to the Executive, the DSUs shall be cancelled.
     3.3   In the event of any stock dividend, stock split, combination or exchange of Common Shares, merger, consolidation, spin-off or
           other distribution (other than normal cash dividends) of the Corporation’s assets to shareholders of the Corporation, or any other
           change affecting the Common Shares, such proportionate adjustments, if any, as the Board, in their discretion, may deem
           appropriate to reflect such change, shall be made with respect to the number of DSUs outstanding under this Agreement.

4.   Termination or Death of the Executive
     4.1   Where the Executive’s employment with the Corporation is terminated due to retirement, or voluntary resignation, or where the
           Executive’s employment is terminated by the Corporation, the DSUs in the Executive’s DSU Account will be cancelled, effective
           immediately.
     4.2   Where the Executive has died, the estate of the Executive may elect in writing to have the value of the DSUs in the Executive’s
           DSU Account become payable on February 2, 2011.
     4.3   In the event that the estate of the deceased Executive does not make an election in accordance with Section 4.2, the DSUs in the
           deceased Executive’s DSU Account will be cancelled on February 2, 2011.
     4.4   For purposes of determining how much is payable to the Executive’s estate in accordance with Section 4.2, the DSUs in the
           Executive’s DSU Account will be valued by multiplying the number of such DSUs by the average of the closing prices of a
           Common Share on the TXS Venture Exchange on the five consecutive trading days ending with the trading day immediately prior
           to the date the DSUs become payable.
     4.5   If an election pursuant to Section 4.2 is made, the value of the deceased Executive’s DSUs in the DSU Account will be paid to the
           Executive’s estate, in the form of Common Shares issued from the treasury of the Corporation, net of applicable withholdings,
           within 15 days of the date such amount becomes payable.

                                                                       2
5.   Acknowledgement
     The Executive confirms and acknowledges that:
     5.1   He has received and reviewed a copy of the terms of this Agreement and agrees to be bound by it.
     5.2   Nothing herein contained shall be deemed to give him the right to be retained as an employee of the Corporation.
     5.3   Under no circumstances shall the DSUs be considered Common Shares nor shall they entitle the Executive or any other person to
           exercise voting rights or have any other rights (including, without limitations, dividend entitlement or rights on liquidation)
           attaching to the ownership of Common Shares, nor shall the Executive or any other person be considered the owner of Common
           Shares or any interest therein by virtue of this Agreement.
     5.4   He will not be able to cause the Corporation to redeem DSUs granted under this Agreement.
     5.5   The value of DSUs is based on the value of the Common Shares of the Corporation and therefore is not guaranteed.

6.   Assignment
     6.1   DSUs are not assignable or transferable, except as contemplated by this Agreement.

7.   Administration
     7.1   This Agreement shall be administered by the Board.
     7.2   This Agreement may be amended or terminated at any time by the Board, except as to rights already accrued to the Executive
           hereunder.
     7.3   The Corporation will be responsible for all costs relating to the administration of this Agreement.
     7.4   The total authorized number of Common Shares which may be issued from treasury under this Agreement is 600,000, or such other
           number as may be approved by the Board and, if required, the shareholders of the Corporation.

                                                                       3
8.    Canadian and U.S. Tax
      8.1   This Agreement shall continuously meet the requirements of paragraph 6801(d) of the regulations under the Income Tax Act
            (Canada) or any successor to such provision and the requirements of Section 409A of the Code, as they may apply to the Executive
            in the event he is a U.S. Taxpayer. If any provision of this Agreement contravenes any regulations or U.S. Treasury guidance
            promulgated under Section 409A of the Code or would cause the DSUs to be subject to the interest and penalties under
            Section 409A of the Code, such provision of this Agreement shall, to the extent that it applies to the Executive, be modified to
            maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of
            Section 409A of the Code.

9.    Governing Law
      9.1   This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

10.   Compliance with Law
      10.1 Any obligation of the Corporation pursuant to the terms of this Agreement is subject to compliance with all applicable laws. The
           Executive shall comply with all applicable laws and furnish the Corporation with any and all information and undertakings as may
           be required to ensure compliance therewith.

11.   Withholding
      11.1 The Corporation shall be entitled to deduct any amount of withholding taxes and other withholding from any amount paid or
           credited hereunder.

                                                                     4
   IN WITNESS WHEREOF the Corporation and the Executive have each executed this Agreement as of February 2, 2010.

                                                            TRIANGLE PETROLEUM CORPORATION

                                                            By:
                                                                  Name:
                                                                  Title:

                                                            By:   /s/ Peter Hill
                                                                  Name: Peter Hill
                                                                  Title:     Chief Executive Officer

                                                                  /s/ Jonathan Samuels
Witness                                                           Jonathan Samuels

                                                             5
                                                                                                                                  Exhibit 23.01

                                        Consent of Independent Registered Public Accounting Firm

The Board of Directors of Triangle Petroleum Corporation

We consent to the use of our report included herein and to the reference to our firm under the heading ―Experts‖ in the prospectus.

/s/ KPMG LLP

Calgary, Canada
October 25, 2010
                                                                                                                              Exhibit 23.02




                                                                                                                       FAX (403) 262-2790
SUITE 1200, 530 - 8TH AVENUE, S.W.                          CALGARY, ALBERTA T2P 3S8                                   TEL (403) 262-2799

                                                                        October 25, 2010


                                     CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

      Ryder Scott Company - Canada, consents to the references to our firm in the form and context in which they appear in the Form S-1 of
Triangle Petroleum Corporation (the ―Company‖) dated October 25, 2010. We further consent to the use of information contained in our report,
as of January 31, 2009, setting forth the estimates of revenues from the Company’s oil and gas reserves in such Form S-1.

                                                                                   Yours very truly,
                                                                                   ―ORIGINAL SIGNED BY
                                                                                   Ryder Scott Company-Canada‖
                                                                                   /s/ Ryder Scott Company-Canada

                                                                                   RYDER SCOTT COMPANY-CANADA

Calgary, Alberta, Canada

1100 LOUISIANA, SUITE 3800                           HOUSTON, TEXAS 77002-5218                TEL (713) 651-9191 FRX (713) 651-0849
621 SEVENTEENTH STREET, SUITE 1550                   DENVER, COLORADO 80293                   TEL (303) 623-9147 FAX (303) 623-4258

								
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