Item 8.01 Other Events.
On April 15, 2021, Torchlight issued a press release to update the
public regarding the status of the Arrangement. A copy of the press release is attached as Exhibit 99.1 to this current report on Form
8-K and is incorporated herein by reference.
Forward-Looking
Statement
This
current report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the “safe harbor” created by
those sections. All statements in this current report that are not based on historical fact are “forward looking statements.”
These statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,”
“strategy,” “goal,” or “planned,” “seeks,” “may,” “might”, “will,”
“expects,” “intends,” “believes,” “should,” and similar expressions, or the negative
versions thereof, and which also may be identified by their context. All statements that address operating performance or events or developments
Torchlight expects or anticipates will occur in the future, such as stated objectives or goals, refinement of strategy, attempts to secure
additional financing, exploring possible business alternatives, or that are not otherwise historical facts, are forward-looking statements.
While management has based any forward-looking statements included in this current report on its current expectations, the information
on which such expectations were based may change. Forward-looking statements involve inherent risks and uncertainties which could cause
actual results to differ materially from those in the forward-looking statements as a result of various factors, including risks associated
with Torchlight’s ability to obtain additional capital in the future to fund planned expansion, the demand for oil and natural
gas which demand could be materially affected by the economic impacts of COVID-19 and possible increases in supply from Russia and OPEC,
the Arrangement pursuant to the Agreement, general economic factors, competition in the industry and other factors that could cause actual
results to be materially different from those described herein as anticipated, believed, estimated or expected. Additional risks and
uncertainties are described in or implied by the Risk Factors and Management’s Discussion and Analysis of Financial Condition and
Results of Operations sections of Torchlight’s 2020 Annual Report on Form 10-K, filed on March 18, 2021 and other reports filed
from time to time with the SEC. Torchlight urges you to consider those risks and uncertainties in evaluating its forward-looking statements.
Readers are cautioned to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except
as otherwise required by the federal securities laws, Torchlight disclaims any obligation or undertaking to publicly release any updates
or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in its expectations with regard thereto,
or any change in events, conditions, or circumstances on which any such statement is based.
Additional
Information and Where to Find It
Torchlight
will prepare a definitive proxy statement for Torchlight’s stockholders to be filed with the SEC in connection with the transactions
contemplated by the Arrangement Agreement. The proxy statement will be mailed to Torchlight’s stockholders. Torchlight urges investors,
stockholders and other interested persons to read, when available, the proxy statement, as well as other documents filed with the SEC,
because these documents will contain important information about the Arrangement. Such persons can also read Torchlight’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2020, for a description of the security holdings of its officers and directors
and their respective interests as security holders in the consummation of the transactions contemplated by the Arrangement Agreement.
Torchlight’s definitive proxy statement will be mailed to stockholders of Torchlight as of a record date to be established for
voting on the transactions contemplated by the Arrangement Agreement. Torchlight’s stockholders will also be able to obtain a copy
of such documents, without charge, by directing a request to: John A. Brda, President of Torchlight Energy Resources, Inc., 5700 W. Plano
Parkway, Suite 3600, Plano, Texas 75093; e-mail: john@torchlightenergy.com. These documents, once available, can also be obtained, without
charge, at the SEC’s web site (http://www.sec.gov).
Participants
in Solicitation
Torchlight
and its directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of Torchlight stockholders in connection with the Arrangement contemplated by the Arrangement Agreement.
Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Torchlight’s
directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 18, 2021.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Torchlight’s
stockholders in connection with the Arrangement contemplated by the Arrangement Agreement will be set forth in the proxy statement for
the Arrangement contemplated by the Arrangement Agreement when available. Information concerning the interests of Torchlight’s
participants in the solicitation, which may, in some cases, be different than those of Torchlight’s equity holders generally, will
be set forth in the proxy statement relating to the Arrangement contemplated by the Arrangement Agreement when it becomes available.