Item 8.01 Other
Events.
On March 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 2019 Annual Report on Form 10-K,
filed on March 16, 2020 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, 2019, 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, 2019, which was filed with the SEC on March 16, 2020. 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.