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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): December 1,
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 2.01 Completion of Acquisition or Disposition of
Assets.
On
December 1, 2017, the transactions contemplated by the Agreement
and Plan of Reorganization that we and our newly formed
wholly-owned subsidiary, Torchlight Wolfbone Properties, Inc., a
Texas corporation (“TWP”), entered into with McCabe
Petroleum Corporation, a Texas corporation (“MPC”), and
Warwink Properties, LLC, a Texas limited liability company
(“Warwink Properties”) closed. Under the agreement,
which was entered into on November 14, 2017, TWP merged with and
into Warwink Properties and the separate existence of TWP ceased,
with Warwink Properties becoming the surviving organization and our
wholly-owned subsidiary. Warwink Properties was wholly owned by MPC
which is wholly owned by Gregory McCabe, our Chairman. Warwink
Properties owns certain assets, including a 10.71875% working
interest in 640 acres in Winkler County, Texas. At closing of the
merger transaction, our shares of common stock of TWP converted
into a membership interest of Warwink Properties, the membership
interest in Warwink Properties held by MPC ceased to exist, and we
issued MPC 2,500,000 restricted shares of common stock as
consideration. Also on December 1, 2017, MPC closed its transaction
with MECO IV, LLC (“MECO”) for the purchase and sale of
certain assets as contemplated by the Purchase and Sale Agreement
dated November 9, 2017 (the “MECO PSA”), to which we
are not a party. Under the MECO PSA, Warwink Properties received a
carry from MECO (through the tanks) of up to $1,475,000 in the next
well drilled on the Winkler County leases. A Certificate of Merger
for the merger transaction was filed with the Secretary of State of
Texas on December 5, 2017.
Also on
December 1, 2017, the transactions contemplated by the Purchase
Agreement that our wholly-owned subsidiary, Torchlight Energy,
Inc., a Nevada corporation (“TEI”), entered into with
MPC closed. Under the Purchase Agreement, which was entered into on
November 14, 2017, TEI acquired beneficial ownership of certain of
MPC’s assets, including acreage and wellbores located in Ward
County, Texas (the “Ward County Assets”). As
consideration under the Purchase Agreement, at closing TEI issued
to MPC an unsecured promissory note in the principal amount of
$3,250,000, payable in monthly installments of interest only
beginning on January 1, 2018, at the rate of 5% per annum, with the
entire principal amount together with all accrued interest due and
payable on December 31, 2020. In connection with TEI’s
acquisition of beneficial ownership in the Ward County Assets, MPC
sold those same assets, on behalf of TEI, to MECO at closing of the
MECO PSA, and accordingly, TEI received $3,250,000 in cash for its
beneficial interest in the Ward County Assets. Additionally, at
closing of the MECO PSA, MPC paid TEI a performance fee of
$2,781,500 in cash as compensation for TEI’s marketing and
selling the Winkler County assets of MPC and the Ward County Assets
as a package to MECO.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Reference
is made to the disclosure set forth above under Item 2.01 of this
current report relating to the $3,250,000 promissory note, which
disclosure is incorporated herein by reference.
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: December
5, 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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