Torchlight Energy Resources, Inc. (NASDAQ:TRCH) Files An 8-K Unregistered Sales of Equity Securities

Torchlight Energy Resources, Inc. (NASDAQ:TRCH) Files An 8-K Unregistered Sales of Equity Securities

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Item 3.02 Unregistered Sales of Equity Securities.

On December 13, 2016, we sold a total of 3,750,000 shares of
common stock to investors in a private placement offering for
aggregate cash consideration of $3,000,000. These investors were
composed of predominantly existing stockholders of the company.
There were no broker-dealers involved in the transaction and no
commissions were paid. We intend to use proceeds from the
offering for general corporate purposes.
The securities in the offering 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,
including Regulation D. 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
limited number of purchasers; (iii) there were no public
solicitations; (iv) each purchaser represented that it was an
accredited investor; (v) the investment intent of the purchasers;
and (vi) the restriction on transferability of the securities
Item 4.01 Changes in Registrants Certifying Accountant
Resignation of Previous Independent Registered Public
Accounting Firm.
On December 15, 2016, Calvetti Ferguson (Calvetti) resigned as
our independent registered public accounting firm. Calvetti
informed us that its resignation was in connection with its
recently adopted business decision to discontinue auditing all
public company clients that file Form 10-Ks.
Neither of Calvettis reports on the financial statements for the
past two fiscal years contained an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope, or accounting principles, except that
the reports for the fiscal years ended December 31, 2015 and
December 31, 2014 contained an explanatory paragraph with respect
to the uncertainty about our ability to continue as a going
During our two most recent fiscal years or any subsequent interim
period preceding the resignation of Calvetti, there have been no
disagreements with Calvetti on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of Calvetti, would have caused it to
make reference to the subject matter of the disagreement(s) in
connection with its report.
During our two most recent fiscal years or any subsequent interim
period preceding the resignation of Calvetti, none of the kinds
of events listed in paragraphs (a)(1)(v) (A) through (D) of Item
304 of Regulation S-K occurred while Calvetti was engaged.
We previously provided Calvetti a copy of this current report on
Form 8-K and requested that it furnish us with a letter addressed
to the Securities and Exchange Commission stating whether or not
Calvetti agrees with the above statements. We have received the
requested letter from Calvetti stating that they agree, a copy of
which is filed as Exhibit 16.1 to this report.
We are presently interviewing new independent registered public
accounting firms and anticipate engaging a new firm shortly. The
change in our independent registered public accounting firm will
not prevent us from timely filing our annual report on Form 10-K
for the year ending December 31, 2016.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Letter from Calvetti Ferguson to the Securities and
Exchange Commission

About Torchlight Energy Resources, Inc. (NASDAQ:TRCH)

Torchlight Energy Resources, Inc. (Torchlight) is engaged in the acquisition, exploration, exploitation and/or development of oil and natural gas properties in the United States. The Company focuses on drilling and working interest programs within the United States. The Company has interests in approximately four oil and gas projects: the Marcelina Creek Field Development in Wilson County, Texas; the Ring Energy Joint Venture in Southwest Kansas; Hunton wells in partnership with Husky Ventures in Central Oklahoma, and the Orogrande Project in Hudspeth County, Texas. The Company also operates through two other subsidiaries, including Torchlight Energy Operating, LLC, a Texas limited liability company, and Hudspeth Oil Corporation, a Texas corporation. The Marcelina Creek Field Development is located over the Austin Chalk, Buda and Eagle Ford Formations.

Torchlight Energy Resources, Inc. (NASDAQ:TRCH) Recent Trading Information

Torchlight Energy Resources, Inc. (NASDAQ:TRCH) closed its last trading session up +0.02 at 1.10 with 244,696 shares trading hands.

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