-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IFIKtI6gSDeis9WK+2Z31tdTi/ilrSRCV+oD5Av+ssc3AYm5BE2dQPcvmQZzvSm4 fXbGjFNRqLVi+0z+DB8D2g== 0001144204-07-062201.txt : 20071115 0001144204-07-062201.hdr.sgml : 20071115 20071115153052 ACCESSION NUMBER: 0001144204-07-062201 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071115 DATE AS OF CHANGE: 20071115 GROUP MEMBERS: RESOLUTE FUNDS LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Triangle Petroleum Corp CENTRAL INDEX KEY: 0001281922 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980430762 STATE OF INCORPORATION: NV FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80771 FILM NUMBER: 071249610 BUSINESS ADDRESS: STREET 1: 1250, 521 ? 3RD AVE SW, CITY: CALGARY STATE: A0 ZIP: T2P3T3 BUSINESS PHONE: (403) 262-4471 MAIL ADDRESS: STREET 1: 1250, 521 ? 3RD AVE SW, CITY: CALGARY STATE: A0 ZIP: T2P3T3 FORMER COMPANY: FORMER CONFORMED NAME: Triangle Petroleum CORP DATE OF NAME CHANGE: 20050525 FORMER COMPANY: FORMER CONFORMED NAME: PELOTON RESOURCES INC DATE OF NAME CHANGE: 20040226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Resolute Performance Fund CENTRAL INDEX KEY: 0001365340 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3030 YONGE STREET, SUITE 5000 STREET 2: BOX 73 CITY: TORONTO STATE: A6 ZIP: M4N 3N1 BUSINESS PHONE: 416 350-3232 MAIL ADDRESS: STREET 1: 3030 YONGE STREET, SUITE 5000 STREET 2: BOX 73 CITY: TORONTO STATE: A6 ZIP: M4N 3N1 SC 13G 1 v094597_sc13g.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c), and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b)* Triangle Petroleum Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 89600B 10 2 ----------------------------------------------------- (CUSIP Number) November 14, 2007 ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 89600B 10 2 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Resolute Performance Fund - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 2,898,672(1) OWNED BY -------------------------------------------------------- EACH 6 SHARED VOTING POWER REPORTING PERSON 2,898,672(1) WITH -------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 2,898,672(1) -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 2,898,672(1) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,898,672(1) - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| Not Applicable. - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7%(2) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IA(3) - -------------------------------------------------------------------------------- (1) Resolute Funds Limited is the Trustee and Manager of Resolute Performance Fund and may be deemed to have sole voting and dispositive power over the shares of the issuer's Common Stock. (2) Based on 37,704,805 total shares of Common Stock of the issuer as of October 31, 2007. (3) Resolute Performance Fund is an open-ended investment trust established under the laws of Ontario, Canada. - 2 - CUSIP No. 89600B 10 2 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Resolute Funds Limited - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 2,898,672(1) OWNED BY -------------------------------------------------------- EACH 6 SHARED VOTING POWER REPORTING PERSON 2,898,672(1) WITH -------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 2,898,672(1) -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 2,898,672(1) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,898,672(1) - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| Not Applicable. - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7%(2) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IA(3) - -------------------------------------------------------------------------------- (1) The shares are owned directly by Resolute Performance Fund. Resolute Funds Limited is the Trustee and Manager of Resolute Performance Fund and may be deemed to have sole voting and dispositive power over the shares of the issuer's Common Stock. (2) Based on 37,704,805 total shares of Common Stock of the issuer as of October 31, 2007. (3) Resolute Funds Limited is registered with the Ontario Securities Commission as an Investment Counsel and Portfolio Manager. - 3 - Item 1(a) Name of Issuer: Triangle Petroleum Corp. Item 1(b) Address of Issuer's Principal Executive Offices: Suite 1250, 521 - 3 Avenue SW Calgary, Alberta Canada T2P 3T3 Item 2(a) Name of Persons Filing: Resolute Performance Fund Resolute Funds Limited, the manager and trustee of Resolute Performance Fund, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Resolute Performance Fund. Item 2(b) Address of Principal Business Office of the Reporting Persons: 3080 Yonge Street, Suite 5000, Box 73 Toronto, Ontario Canada M4N 3N1 Item 2(c) Citizenship: Ontario, Canada Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 89600B 10 2 - 4 - Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or (c), check whether the person filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) |_| An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E). (f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F). (g) |_| A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G). (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). None of the above. Resolute Performance Fund is an open-ended investment trust established under the laws of Ontario, Canada. Resolute Funds Limited is the Trustee and Manager of the Fund. Units of the Fund are sold on a prospectus-exempt basis in selected provinces of Canada to investors in amounts of CDN $150,000 or more. Resolute Funds Limited is registered with the Ontario Securities Commission as an Investment Counsel and Portfolio Manager. Item 4. Ownership. (a) Amount beneficially owned: 2,898,672 shares of Common Stock (b) Percent of class: 7.7% interest. The percentages used herein and in the rest of Item 4 are calculated based upon 37,704,805 total shares of Common Stock issued and outstanding as of October 31, 2007. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 2,898,672 (ii) Shared power to vote or to direct the vote: 2,898,672 (iii) Sole power to dispose or to direct the disposition of: 2,898,672 (iv) Shared power to dispose or to direct the disposition of: 2,898,672 - 5 - Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - 6 - SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: November 15, 2007 RESOLUTE PERFORMANCE FUND By: /s/ Anna Goncharova --------------------------------- Name: Anna Goncharova Title: Chief Financial Officer of Resolute Funds Limited, its Manager and Trustee RESOLUTE FUNDS LIMITED By: /s/ Anna Goncharova --------------------------------- Name: Anna Goncharova Title: Chief Financial Officer - 7 - EXHIBIT A Joint Filing Agreement The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Triangle Petroleum Corp. shall be filed on behalf of each of the undersigned. The undersigned hereby further agree that this Agreement shall filed as an exhibit to such Schedule 13G. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: November 15, 2007 RESOLUTE PERFORMANCE FUND By: /s/ Anna Goncharova --------------------------------- Name: Anna Goncharova Title: Chief Financial Officer of Resolute Funds Limited, its Manager and Trustee RESOLUTE FUNDS LIMITED By: /s/ Anna Goncharova --------------------------------- Name: Anna Goncharova Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----