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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): January 30,
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))
Item 1.01 Entry into a Material Definitive Agreement.
On
January 30, 2017, we and our wholly-owned subsidiary, Torchlight
Acquisition Corporation, a Texas corporation (“TAC”),
entered into and closed an Agreement and Plan of Reorganization and
Plan of Merger with Line Drive Energy, LLC, a Texas limited
liability company (“Line Drive”), under which
agreements TAC merged with and into Line Drive and the separate
existence of TAC ceased, with Line Drive being the surviving
organization and becoming our wholly-owned subsidiary. Line Drive,
which was wholly-owned by Gregory McCabe, our Chairman, owned
certain assets and securities, including approximately 40.66% of
12,000 gross acres in the Hazel Project and 521,739 warrants to
purchase our common stock (which warrants had been assigned by Mr.
McCabe to Line Drive). Under the merger transaction, our shares of
common stock of TAC converted into a membership interest of Line
Drive, the membership interest in Line Drive held by Mr. McCabe
immediately prior to the transaction ceased to exist, and we issued
Mr. McCabe 3,301,739 restricted shares of common stock as
consideration therefor. Immediately after closing, the 521,739
warrants held by Line Drive were cancelled, which warrants had an
exercise price of $1.40 per share and an expiration date of June 9,
2020. A Certificate of Merger for the merger transaction was filed
with the Secretary of State of Texas on January 31,
2017.
Also on
January 30, 2017, our wholly-owned subsidiary, Torchlight Energy,
Inc., a Nevada corporation (“TEI”), entered into and
closed a Purchase and Sale Agreement with Wolfbone Investments,
LLC, a Texas limited liability company (“Wolfbone”)
which is wholly-owned by Gregory McCabe. Under the agreement, TEI
acquired certain of Wolfbone’s Hazel Project assets,
including its interest in the Flying B Ranch #1 well and the 40
acre unit surrounding the well, for consideration of $415,000, and
additionally, Wolfbone caused to be cancelled a total of 2,780,000
warrants to purchase our common stock, including 1,500,000 warrants
held by McCabe Petroleum Corporation, an entity owned by Mr.
McCabe, and 1,280,000 warrants held by Green Hill Minerals, an
entity owned by Mr. McCabe’s son, which warrant cancellations
were effected through certain Warrant Cancellation Agreements. The
1,500,000 warrants held by McCabe Petroleum Corporation had an
exercise price of $1.00 per share and an expiration date of April
4, 2021. The warrants held by Green Hill Minerals included 100,000
warrants with an exercise price of $1.73 and an expiration date of
September 30, 2018 and 1,180,000 warrants with an exercise price of
$0.70 and an expiration date of February 15, 2020.
After
the above transactions, our total ownership in the Hazel Project
increased to a 74% working interest across all 12,000 gross
acres.
Item 3.02 Unregistered Sales of Equity
Securities.
Reference is made to the disclosure set forth above under Item 1.01
of this current report, which disclosure is incorporated herein by
reference. As disclosed therein, we issued Gregory
McCabe 3,301,739 restricted shares of common stock in connection
with the merger transaction. The securities were issued under
the exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933 and the rules and regulations promulgated
thereunder. The issuance of securities did not involve a
“public offering” based upon the following factors: (i)
the issuance of the securities was an isolated private transaction;
(ii) a limited number of securities was issued to a single
purchaser; (iii) there were no public solicitations; (iv) the
purchaser represented that he was an “accredited
investor”; (v) the investment intent of the purchaser; and
(vi) the restriction on transferability of the securities
issued.
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: February
3, 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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