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): July 25,
2018
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))
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405
of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01 Entry into a Material Definitive Agreement.
On July
25, 2018, Torchlight Energy
Resources, Inc. ("we or the "Company") and our wholly-owned
subsidiary, Hudspeth Oil Corporation, entered into a Settlement
& Purchase Agreement (the “Settlement Agreement”)
with Founders Oil & Gas, LLC, Founders Oil & Gas Operating,
LLC, Wolfbone Investments, LLC (a wholly-owned company of Gregory
McCabe, our Chairman) and McCabe Petroleum Corporation (also a
wholly-owned company of Mr. McCabe), which agreement provides for
Hudspeth Oil and Wolfbone Investments to each immediately pay
$625,000 and for Hudspeth Oil or the Company and Wolfbone
Investments or McCabe Petroleum to each pay another $625,000 on
July 20, 2019, as consideration for Founders Oil & Gas
assigning all of its working interest in the oil and gas leases of
the Orogrande Project to Hudspeth Oil and Wolfbone Investments
equally. The assignments to Hudspeth Oil and Wolfbone Investments
will be made when the first payments are made, and the payments to
Founders Oil & Gas due in 2019 are not securitized. After this
assignment (for which Hudspeth Oil’s total consideration is
$1,250,000), Hudspeth Oil’s working interest will increase to
72.5%. Additionally, the Settlement Agreement provides that the
Founders parties will assign to the Company, Hudspeth Oil, Wolfbone
Investments and McCabe Petroleum their claims against certain
vendors for damages, if any, against such vendors for negligent
services or defective equipment. Further, the Settlement Agreement
has a mutual release and waivers among the parties.
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: July
25, 2018
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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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