Item 1.01 Entry into a Material Definitive Agreement.

On September 8, 2016, RockPile Energy Services, LLC (“RockPile”), a wholly-owned subsidiary of Triangle Petroleum Corporation (“Triangle” or the “Company”), and RockPile Newco, LLC (“NewCo”), a wholly-owned subsidiary of White Deer Energy L.P. II, entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) pursuant to which RockPile agreed to sell substantially all of its assets and certain of its liabilities (the “Transaction”) to NewCo for a base purchase price of $58.0 million in cash, subject to an escrow holdback for indemnification claims and post-closing working capital adjustments. The Asset Purchase Agreement includes customary representations, warranties and covenants by the parties, and each party has agreed to indemnify the other for breaches of representations and warranties, covenants, and certain other matters, subject to certain exceptions and limitations.

 The foregoing description of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the text of the Asset Purchase Agreement, a copy of which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ending October 31, 2016.

The Transaction closed simultaneously with the signing of the Asset Purchase Agreement. The cash proceeds from the Transaction not subject to holdback or the wind-down budget (discussed below) were paid directly to RockPile’s secured lenders in satisfaction of RockPile’s obligations under the Credit Agreement, dated as of March 25, 2014, as amended (the “Credit Agreement”), among RockPile as borrower, the lenders party thereto (the “Secured Lenders”), and Citibank, N.A. as administrative agent. Triangle received no proceeds of the Transaction on account of its membership interest in RockPile.

Concurrently with the closing of the Transaction, RockPile entered into a payoff letter pursuant to which the Secured Lenders released all liens on the assets purchased by NewCo under the Asset Purchase Agreement.  RockPile retained a portion of the proceeds from the Transaction to be applied, to the extent necessary, to pay liabilities of RockPile in accordance with an agreed upon wind-down budget, with the Secured Lenders retaining a residual right to receive any remaining funds following the wind-down.

RockPile has retained Carroll Services, LLC as liquidating trustee to oversee the wind-down and dissolution of RockPile.