Item 1.01 Entry into a Material Definitive Agreement.
Sixth Amendment to Arrangement Agreement
As previously disclosed in the current report on Form 8-K filed with the
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The description of the Sixth Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amendment which is attached to this current report as Exhibit 2.1 and incorporated by reference herein.
Amended and Restated Sales Agreement
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Subject to the terms and conditions of the A&R Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon Torchlight's instructions. Torchlight has no obligation to sell any of the Shares, and may, at any time, suspend the sale of the Shares under the A&R Sales Agreement upon proper notice to the other party. The A&R Sales Agreement will terminate upon the issuance and sale of all of the Shares through or to the Agent, unless earlier terminated in accordance with its terms.
Torchlight has provided the Agent with customary indemnification rights, and the Agent will be entitled to an aggregate fixed commission of 3.0% of the gross proceeds from Shares sold through the Agent under the A&R Sales Agreement.
Sales of the Shares under the A&R Sales Agreement will be made in transactions that are deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales made by means of ordinary brokers' transactions, including on The Nasdaq Capital Market, at market prices or as otherwise agreed to with the Agent.
The foregoing description of the A&R Sales Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The A&R Sales Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Torchlight or its subsidiaries and affiliates. The A&R Sales Agreement contains representations and warranties by Torchlight made solely for the benefit of the Agent. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in negotiating the terms of the A&R Sales Agreement. Moreover, certain representations and warranties in the A&R Sales Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between Torchlight and the Agent, rather than establishing matters as facts. Accordingly, the representations and warranties in the A&R Sales Agreement should not be relied on by any persons as characterizations of the actual state of facts about Torchlight at the time they were made or otherwise. In addition, information concerning the subject matter of the representations and warranties may change after the date of the A&R Sales Agreement, which subsequent information may or may not be fully reflected in Torchlight's public disclosures.
The Shares have been registered under the Securities Act pursuant to the
Registration Statement on Form S-3 (No. 333-256632) filed by Torchlight with the
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction.
Item 8.01 Other Events
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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 the closing of the Arrangement, 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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Exhibit Title 2.1 Amendment to Arrangement Agreement datedJune 18, 2021 5.1 Legal Opinion ofBallard Spahr LLP 10.1 Amended and Restated Sales Agreement, dated as ofJune 21, 2021 , by and betweenTorchlight Energy Resources, Inc. andRoth Capital Partners, LLC 23.1 Consent ofBallard Spahr LLP (incorporated in Exhibit 5.1) 99.1 Press Release datedJune 21, 2021 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document)
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