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EXHIBIT
31.2
CERTIFICATION
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY
ACT OF 2002
I, Roger
Wurtele, certify
that:
1.
I have reviewed this annual report on Form 10-K of Torchlight
Energy Resources, Inc. for the year ended December 31,
2016;
2. Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
4.
The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15 (e) and
15d- 15 (e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the
small business issuer, including its consolidated
subsidiary, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
b)
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls
and procedures, and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
d) Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's fourth
quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over the
financial reporting; and
5.
I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and
the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information;
and
b)
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
/s/
Roger Wurtele
Roger
Wurtele,
Chief
Financial Officer
(Principal
Financial Officer)
Date:
March 31, 2017