UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
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TRIANGLE PETROLEUM CORPORATION
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Common Stock, $0.00001 par value per share
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89600B102
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December 31, 2011
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
CamCap Resources Offshore Master Fund, L.P.
CamCap Resources Partners, LLC
CamCap Energy Offshore Master Fund, L.P.
CamCap Energy Partners, LLC
Cambrian Capital, L.P.
Cambrian Capital, LLC
Ernst von Metzsch
Roland von Metzsch
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
CamCap Resources Offshore Master Fund, L.P. – Cayman Islands
CamCap Resources Partners, LLC – Delaware
CamCap Energy Offshore Master Fund, L.P. – Cayman Islands
CamCap Energy Partners, LLC – Delaware
Cambrian Capital, L.P. – Massachusetts
Cambrian Capital, LLC – Massachusetts
Ernst von Metzsch – United States
Roland von Metzsch – United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
CamCap Resources Offshore Master Fund, L.P. – 0 shares
CamCap Resources Partners, LLC – 0 shares
CamCap Energy Offshore Master Fund, L.P. – 0 shares
CamCap Energy Partners, LLC – 0 shares
Cambrian Capital, L.P. – 0 shares
Cambrian Capital, LLC – 0 shares
Ernst von Metzsch – 0 shares
Roland von Metzsch – 0 shares
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6 Shared Voting Power
CamCap Resources Offshore Master Fund, L.P. – 1,549,624 shares (1,411,724 shares as of the date of filing)
CamCap Resources Partners, LLC – 1,549,624 shares (1,411,724 shares as of the date of filing)
CamCap Energy Offshore Master Fund, L.P. – 719,721 shares (596,921 shares as of the date of filing)
CamCap Energy Partners, LLC – 719,721 shares (596,921 shares as of the date of filing)
Cambrian Capital, L.P. – 2,269,345 shares (2,008,645 shares as of the date of filing)
Cambrian Capital, LLC – 2,269,345 shares (2,008,645 shares as of the date of filing)
Ernst von Metzsch – 2,269,345 shares (2,008,645 shares as of the date of filing)
Roland von Metzsch – 2,269,345 shares (2,008,645 shares as of the date of filing)
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7 Sole Dispositive Power
CamCap Resources Offshore Master Fund, L.P. – 0 shares
CamCap Resources Partners, LLC – 0 shares
CamCap Energy Offshore Master Fund, L.P. – 0 shares
CamCap Energy Partners, LLC – 0 shares
Cambrian Capital, L.P. – 0 shares
Cambrian Capital, LLC – 0 shares
Ernst von Metzsch – 0 shares
Roland von Metzsch – 0 shares
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8 Shared Dispositive Power
CamCap Resources Offshore Master Fund, L.P. – 1,549,624 shares (1,411,724 shares as of the date of filing)
CamCap Resources Partners, LLC – 1,549,624 shares (1,411,724 shares as of the date of filing)
CamCap Energy Offshore Master Fund, L.P. – 719,721 shares (596,921 shares as of the date of filing)
CamCap Energy Partners, LLC – 719,721 shares (596,921 shares as of the date of filing)
Cambrian Capital, L.P. – 2,269,345 shares (2,008,645 shares as of the date of filing)
Cambrian Capital, LLC – 2,269,345 shares (2,008,645 shares as of the date of filing)
Ernst von Metzsch – 2,269,345 shares (2,008,645 shares as of the date of filing)
Roland von Metzsch – 2,269,345 shares (2,008,645 shares as of the date of filing)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
CamCap Resources Offshore Master Fund, L.P. – 1,549,624 shares (1,411,724 shares as of the date of filing)
CamCap Resources Partners, LLC – 1,549,624 shares (1,411,724 shares as of the date of filing)
CamCap Energy Offshore Master Fund, L.P. – 719,721 shares (596,921 shares as of the date of filing)
CamCap Energy Partners, LLC – 719,721 shares (596,921 shares as of the date of filing)
Cambrian Capital, L.P. – 2,269,345 shares (2,008,645 shares as of the date of filing)
Cambrian Capital, LLC – 2,269,345 shares (2,008,645 shares as of the date of filing)
Ernst von Metzsch – 2,269,345 shares (2,008,645 shares as of the date of filing)
Roland von Metzsch – 2,269,345 shares (2,008,645 shares as of the date of filing)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
CamCap Resources Offshore Master Fund, L.P. – 3.6% (3.3% as of the date of filing)
CamCap Resources Partners, LLC – 3.6% (3.3% as of the date of filing)
CamCap Energy Offshore Master Fund, L.P. – 1.7% (1.4% as of the date of filing)
CamCap Energy Partners, LLC – 1.7% (1.4% as of the date of filing)
Cambrian Capital, L.P. – 5.2% (4.6% as of the date of filing)
Cambrian Capital, LLC – 5.2% (4.6% as of the date of filing)
Ernst von Metzsch – 5.2% (4.6% as of the date of filing)
Roland von Metzsch – 5.2% (4.6% as of the date of filing)
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12
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Type of Reporting Person (See Instructions)
CamCap Resources Offshore Master Fund, L.P. – OO (Limited Partnership)
CamCap Resources Partners, LLC – OO (Limited Liability Company)
CamCap Energy Offshore Master Fund, L.P. – OO (Limited Partnership)
CamCap Energy Partners, LLC – OO (Limited Liability Company)
Cambrian Capital, L.P. – IA, OO (Limited Partnership)
Cambrian Capital, LLC – OO (Limited Liability Company)
Ernst von Metzsch – IN
Roland von Metzsch – IN
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Item 1.
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(a)
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Name of Issuer
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Triangle Petroleum Corporation
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(b)
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Address of Issuer’s Principal Executive Offices
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1660 Wynkoop Street, Suite 900, Denver, Colorado 80202
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Item 2.
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(a)
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Name of Person Filing
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CamCap Resources Offshore Master Fund, L.P.
CamCap Resources Partners, LLC
CamCap Energy Offshore Master Fund, L.P.
CamCap Energy Partners, LLC
Cambrian Capital, L.P.
Cambrian Capital, LLC
Ernst von Metzsch
Roland von Metzsch
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(b)
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Address of Principal Business Office or, if none, Residence
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CamCap Resources Offshore Master Fund, L.P.
CamCap Resources Partners, LLC
CamCap Energy Offshore Master Fund, L.P.
CamCap Energy Partners, LLC
Cambrian Capital, L.P.
Cambrian Capital, LLC
Ernst von Metzsch
Roland von Metzsch
c/o Cambrian Capital, L.P.
45 Coolidge Point
Manchester, MA 01944
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(c)
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Citizenship
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CamCap Resources Offshore Master Fund, L.P. – Cayman Islands
CamCap Resources Partners, LLC – Delaware
CamCap Energy Offshore Master Fund, L.P. – Cayman Islands
CamCap Energy Partners, LLC – Delaware
Cambrian Capital, L.P. – Massachusetts
Cambrian Capital, LLC – Massachusetts
Ernst von Metzsch – United States
Roland von Metzsch – United States
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(d)
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Title of Class of Securities
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Common Stock, $0.00001 par value per share
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(e)
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CUSIP Number
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89600B102
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Item 4.
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Ownership**
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(a)
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Amount Beneficially Owned
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CamCap Resources Offshore Master Fund, L.P. – 1,549,624 shares (1,411,724 shares as of the date of filing)
CamCap Resources Partners, LLC – 1,549,624 shares (1,411,724 shares as of the date of filing)
CamCap Energy Offshore Master Fund, L.P. – 719,721 shares (596,921 shares as of the date of filing)
CamCap Energy Partners, LLC – 719,721 shares (596,921 shares as of the date of filing)
Cambrian Capital, L.P. – 2,269,345 shares (2,008,645 shares as of the date of filing)
Cambrian Capital, LLC – 2,269,345 shares (2,008,645 shares as of the date of filing)
Ernst von Metzsch – 2,269,345 shares (2,008,645 shares as of the date of filing)
Roland von Metzsch – 2,269,345 shares (2,008,645 shares as of the date of filing)
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(b)
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Percent of Class
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CamCap Resources Offshore Master Fund, L.P. – 3.6% (3.3% as of the date of filing)
CamCap Resources Partners, LLC – 3.6% (3.3% as of the date of filing)
CamCap Energy Offshore Master Fund, L.P. – 1.7% (1.4% as of the date of filing)
CamCap Energy Partners, LLC – 1.7% (1.4% as of the date of filing)
Cambrian Capital, L.P. – 5.2% (4.6% as of the date of filing)
Cambrian Capital, LLC – 5.2% (4.6% as of the date of filing)
Ernst von Metzsch – 5.2% (4.6% as of the date of filing)
Roland von Metzsch – 5.2% (4.6% as of the date of filing)
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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CamCap Resources Offshore Master Fund, L.P. – 0 shares
CamCap Resources Partners, LLC – 0 shares
CamCap Energy Offshore Master Fund, L.P. – 0 shares
CamCap Energy Partners, LLC – 0 shares
Cambrian Capital, L.P. – 0 shares
Cambrian Capital, LLC – 0 shares
Ernst von Metzsch – 0 shares
Roland von Metzsch – 0 shares
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(ii)
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shared power to vote or to direct the vote
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CamCap Resources Offshore Master Fund, L.P. – 1,549,624 shares (1,411,724 shares as of the date of filing)
CamCap Resources Partners, LLC – 1,549,624 shares (1,411,724 shares as of the date of filing)
CamCap Energy Offshore Master Fund, L.P. – 719,721 shares (596,921 shares as of the date of filing)
CamCap Energy Partners, LLC – 719,721 shares (596,921 shares as of the date of filing)
Cambrian Capital, L.P. – 2,269,345 shares (2,008,645 shares as of the date of filing)
Cambrian Capital, LLC – 2,269,345 shares (2,008,645 shares as of the date of filing)
Ernst von Metzsch – 2,269,345 shares (2,008,645 shares as of the date of filing)
Roland von Metzsch – 2,269,345 shares (2,008,645 shares as of the date of filing)
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(iii)
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sole power to dispose or to direct the disposition of
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CamCap Resources Offshore Master Fund, L.P. – 0 shares
CamCap Resources Partners, LLC – 0 shares
CamCap Energy Offshore Master Fund, L.P. – 0 shares
CamCap Energy Partners, LLC – 0 shares
Cambrian Capital, L.P. – 0 shares
Cambrian Capital, LLC – 0 shares
Ernst von Metzsch – 0 shares
Roland von Metzsch – 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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CamCap Resources Offshore Master Fund, L.P. – 1,549,624 shares (1,411,724 shares as of the date of filing)
CamCap Resources Partners, LLC – 1,549,624 shares (1,411,724 shares as of the date of filing)
CamCap Energy Offshore Master Fund, L.P. – 719,721 shares (596,921 shares as of the date of filing)
CamCap Energy Partners, LLC – 719,721 shares (596,921 shares as of the date of filing)
Cambrian Capital, L.P. – 2,269,345 shares (2,008,645 shares as of the date of filing)
Cambrian Capital, LLC – 2,269,345 shares (2,008,645 shares as of the date of filing)
Ernst von Metzsch – 2,269,345 shares (2,008,645 shares as of the date of filing)
Roland von Metzsch – 2,269,345 shares (2,008,645 shares as of the date of filing)
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certification
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CAMCAP RESOURCES OFFSHORE MASTER FUND, L.P.
By: Cambrian Capital, L.P.,
Its Investment Manager
By: /s/ Karen Durante
Karen Durante
Chief Financial Officer
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CAMCAP RESOURCES PARTNERS, LLC
By: /s/ Roland von Metzsch
Roland von Metzsch
Manager
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CAMCAP ENERGY OFFSHORE MASTER FUND, L.P.
By: Cambrian Capital, L.P.,
Its Investment Manager
By: /s/ Karen Durante
Karen Durante
Chief Financial Officer
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CAMCAP ENERGY PARTNERS, LLC
By: /s/ Roland von Metzsch
Roland von Metzsch
Manager
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CAMBRIAN CAPITAL, L.P.
By: /s/ Karen Durante
Karen Durante
Chief Financial Officer
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CAMBRIAN CAPITAL, LLC
By: /s/ Roland von Metzsch
Roland von Metzsch
Manager
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ERNST VON METZSCH
/s/ Ernst von Metzsch
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ROLAND VON METZSCH
/s/ Roland von Metzsch
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CAMCAP RESOURCES OFFSHORE MASTER FUND, L.P.
By: Cambrian Capital, L.P.,
Its Investment Manager
By: /s/ Karen Durante
Karen Durante
Chief Financial Officer
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CAMCAP RESOURCES PARTNERS, LLC
By: /s/ Roland von Metzsch
Roland von Metzsch
Manager
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CAMCAP ENERGY OFFSHORE MASTER FUND, L.P.
By: Cambrian Capital, L.P.,
Its Investment Manager
By: /s/ Karen Durante
Karen Durante
Chief Financial Officer
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CAMCAP ENERGY PARTNERS, LLC
By: /s/ Roland von Metzsch
Roland von Metzsch
Manager
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CAMBRIAN CAPITAL, L.P.
By: /s/ Karen Durante
Karen Durante
Chief Financial Officer
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CAMBRIAN CAPITAL, LLC
By: /s/ Roland von Metzsch
Roland von Metzsch
Manager
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ERNST VON METZSCH
/s/ Ernst von Metzsch
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ROLAND VON METZSCH
/s/ Roland von Metzsch
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