On August 5, 2013, Triangle Petroleum USA Corporation (“TUSA”), a wholly-owned subsidiary of Triangle Petroleum Corporation (the “Company”), entered into a definitive purchase and sale agreement (the “Acquisition Agreement”) with Kodiak Oil & Gas (USA) Inc. and Kodiak Williston, LLC (collectively, “Seller”) pursuant to which TUSA agreed to acquire from Seller (the “Acquisition”) certain oil and gas leaseholds located in McKenzie County, North Dakota comprising approximately 5,620 net acres (the “Oil and Gas Properties”), and various other related rights, permits, contracts, equipment and other assets (together with the Oil and Gas Properties, the “Oil and Gas Assets”). The effective date for the Acquisition is July 1, 2013 (the “Effective Date”). The closing of the Acquisition is subject to customary closing conditions.
The aggregate purchase price for the Acquisition is $82.0 million. The purchase price is subject to potential adjustments including, but not limited to, adjustments for certain title and environmental defects, if any, as well as customary adjustments to reflect the operation of the Oil and Gas Assets following the Effective Date and prior to the closing date. In addition, the purchase price may be adjusted up or down under various circumstances as set forth in the Acquisition Agreement, including, without limitation, due to certain title benefits and defects, if any, environmental defects and the failure to procure certain requisite consents. If a title or environmental defect exceeds certain thresholds set forth in the Acquisition Agreement, the affected property may be excluded from the Acquisition.22