Current Report Filing (8-k)
14 August 2020 - 7:24AM
Edgar (US Regulatory)
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0001431959
2020-08-13
2020-08-13
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iso4217:USD
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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): August 13, 2020
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
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Plano, Texas 75093
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(Address of principal executive offices)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, $0.001 par value
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TRCH
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The
Nasdaq Stock Market LLC
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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 o
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. o
Item
1.01 Entry into a Material Definitive Agreement.
On
August 13, 2020, our subsidiaries Torchlight Energy, Inc. and Torchlight Hazel, LLC (collectively, Torchlight) entered
into an option agreement (the Option Agreement) with Masterson Hazel Partners, LP (MHP) and McCabe Petroleum
Corporation. Under the agreement, MHP is obligated to drill and complete, or cause to be drilled and completed, at its sole cost
and expense, a new lateral well (the Well) on our Hazel Project, sufficient to satisfy Torchlights continuous
development obligations on the southern half of the prospect no later than September 30, 2020. MHP paid to Torchlight $1,000 as
an option fee at the time of execution of the Option Agreement. If MHP fails to meet the September 30, 2020 deadline, then the
options granted pursuant to the Option Agreement will automatically terminate, and Torchlight will retain the $1,000 option fee
as its sole remedy. MHP is entitled to receive, as its sole recourse for the recoupment of drilling costs, the revenue from production
of the Well attributable to Torchlights interest until such time as it has recovered its reasonable costs and expenses for
drilling, completing, and operating the well.
In
exchange for MHP satisfying the above drilling obligations, Torchlight granted to MHP the exclusive right and option to
perform operations, at MHPs sole cost and expense, on the Hazel Project sufficient to satisfy Torchlights
continuous development obligations on the northern half of the prospect. In the event that MHP exercises this drilling option
and satisfies the continuous development obligations on the northern half of the prospect, then MHP will have the option to
purchase the entire Hazel Project by March 31, 2021, under the terms of the form of Purchase and Sale Agreement included as
an exhibit to the Option Agreement, at an aggregate purchase price of $12,690,704 for approximately 9,762.08 net mineral
acres, and not less than 74% net revenue interest (approximately $1,300 per net mineral acre).
MHP
must exercise the above options no later than December 1, 2020, subject to extension to March 11, 2021 if MHP drills the Well
on the southern half of the prospect, provides notice no later than December 1, 2020 of its intent to conduct operations on the
northern half of the prospect and on or before December 15, 2020, conducts operations sufficient to satisfy the drilling obligations
regarding the second well on the northern half of the prospect.
In
the event MHP exercises it option to purchase the entire Hazel Project, McCabe Petroleum Corporation, which is owned by our chairman
Gregory McCabe, has agreed to reduce its reversionary interest in the Hazel Project from 20% to not more than 12.5%.
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: August 13, 2020
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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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