UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of Earliest event Reported): November 15,
2017
Torchlight Energy Resources, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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001-36247
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74-3237581
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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5700 W.
Plano Parkway, Suite 3600
Plano, Texas
75093
(Address
of principal executive offices)
Telephone
– (214) 432-8002
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a -12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d -2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e -4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On
November 15, 2017, we and our wholly-owned subsidiary, Hudspeth Oil
Corporation, a Texas corporation (“HOC”), entered into
an Assignment of Farmout Agreement with Founders Oil & Gas, LLC
(“Founders”) and Wolfbone Investments, LLC
(“Wolfbone”), along with Pandora Energy, LP as a party
to the agreement for limited purposes. Wolfbone is owned by our
Chairman, Gregory McCabe. Under the agreement, Founders will assign
to HOC and Wolfbone all its right, title and interest in the
remaining leases under the original Farmout Agreement that Founders
entered into with us on September 23, 2015; provided, however, that
Founders will retain an undivided 9.5% of 8/8ths working interest
and 9.5% of 75% of 8/8ths net revenue interest to the remaining
leases, which retained interest will be carried by HOC and Wolfbone
through the next $40,500,000 in total costs. Accordingly, HOC and
Wolfbone will each gain a 20.25% working interest in the remaining
leases, bringing HOC’s total working interest to 67.75%. On
behalf of HOC and Wolfbone, Founders (through its operating
affiliate) will take such action necessary to spud the University
Founders A 25 Well on or before December 1, 2017. After spudding of
the well, Founders’ operating affiliate will remain operator
of that well under the direction of us and Gregory
McCabe.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Torchlight
Energy Resources, Inc.
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Date: November
16, 2017
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By:
/s/ John A.
Brda
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John A.
Brda
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President
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