Torchlight Energy Resources, Inc.
5700 W. Plano Parkway, Suite 3600
Plano, Texas 75093
June 10, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Anuja Majmudar
Tim Levenberg
| Re: | Torchlight Energy Resources, Inc. |
Registration Statement on Form S-3
File No. 333-256632
Request for Acceleration
Acceleration Request
Request Date: June 14, 2021
Request Time: 4:00 p.m. Eastern Time (or as soon thereafter as practicable)
Dear Ms. Majmudar:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Torchlight Energy Resources, Inc., a Nevada corporation (the “Registrant”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-256632) to become effective at 4:00 p.m. Eastern Time on June 14, 2021, or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes K&L Gates LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.
The Registrant requests that it be notified of such effectiveness by a telephone call to Michael A. Hedge at (949) 623-3519, or in his absence, Jason C. Dreibelbis at (949) 623-3543.
| Sincerely, | |||
| TORCHLIGHT ENERGY RESOURCES, INC. | |||
| By: | /s/ John A. Brda | ||
| John A. Brda | |||
| President | |||
| cc: | Michael A. Hedge, K&L Gates LLP |
Jason C. Dreibelbis, K&L Gates LLP
