| OIL & GAS PROPERTIES | The following table presents the capitalized
costs for oil & gas properties of the Company as of June 30, 2019 and December 31, 2018:
Evaluated costs subject to amortization $ 12,458,270 $ 11,664,586
Unevaluated costs 35,588,036 31,746,477
Total capitalized costs 48,046,306 43,411,063
Less accumulated depreciation, depletion and amortization (7,644,324 ) (6,845,602 )
Total oil and gas properties $ 40,401,982 $ 36,565,461 Unevaluated costs as of June 30, 2019 include
cumulative costs on developing projects including the Orogrande, Hazel, and Winkler projects in West Texas. The Company identified impairment of $2,300,626
in 2017 related to its unevaluated properties. The Company adjusted the separation of evaluated versus unevaluated costs within
its full cost pool to recognize the value impairment related to the expiration of unevaluated leases in 2017 in the amount of
$2,300,626. The impact of this change was to increase the basis for calculation of future period’s depletion, depreciation
and amortization to include $2,300,626 of cost which will effectively recognize the impairment on the consolidated statement of
operations over future periods. The $2,300,626 has also become an evaluated cost for purposes of ceiling tests and which may further
recognize the impairment expense recognized in future periods. The impact of this cost reclassification at March 31, 2018 was
a recognized impairment expense of $139,891. Impairment expense was recognized for the six months ended June 30, 2019 of $474,357
as required by the ceiling test calculation. Due to the volatility of commodity prices, should
oil and natural gas prices decline in the future, it is possible that a further write-down could occur. Proved reserves are estimated
quantities of crude oil, natural gas, and natural gas liquids, which geological and engineering data demonstrate with reasonable
certainty to be recoverable from known reservoirs under existing economic and operating conditions. The independent engineering
estimates include only those amounts considered to be proved reserves and do not include additional amounts which may result from
new discoveries in the future, or from application of secondary and tertiary recovery processes where facilities are not in place
or for which transportation and/or marketing contracts are not in place. Estimated reserves to be developed through secondary or
tertiary recovery processes are classified as unevaluated properties. Current Projects As of June 30, 2019, we had interests in four
oil and gas projects: the Orogrande Project in Hudspeth County, Texas, the Hazel Project in Sterling, Tom Green, and Irion Counties,
Texas, the Winkler Project in Winkler County, Texas and the Hunton wells in partnership with Husky Ventures in central Oklahoma. Orogrande Project, West Texas On August 7, 2014, we entered into a Purchase
Agreement with Hudspeth Oil Corporation (“Hudspeth”), McCabe Petroleum Corporation (“MPC”), and Gregory
McCabe, our Chairman. Mr. McCabe was the sole owner of both Hudspeth and MPC. Under the terms and conditions of the Purchase Agreement,
at closing, we purchased 100% of the capital stock of Hudspeth which holds certain oil and gas assets, including a 100% working
interest in approximately 172,000 mostly contiguous acres in the Orogrande Basin in West Texas. As of December 31, 2017, leases
covering approximately 134,000 acres remain in effect. As consideration, at closing we issued 868,750 restricted shares of our
common stock to Mr. McCabe and paid a total of $100,000 in geologic origination fees to third parties. Additionally, Mr. McCabe
has, at his option, a 10% working interest back-in after payout and a reversionary interest if drilling obligations are not met,
all under the terms and conditions of a participation and development agreement among Hudspeth, MPC and Mr. McCabe. Mr. McCabe
also holds a 4.5% overriding royalty interest in the Orogrande acreage, which he obtained prior to, and was not a part of, the
August 2014 transaction. We believe all drilling obligations through June 30, 2019 have been met. On September 23, 2015, Hudspeth entered into
a Farmout Agreement with Pandora Energy, LP (“Pandora”), Founders Oil & Gas, LLC (“Founders”), and
for the limited purposes set forth therein, MPC and Mr. McCabe, for the entire Orogrande Project in Hudspeth County, Texas. The
Farmout Agreement provided that Hudspeth and Pandora (collectively referred to as “Farmor”) would assign to Founders
an undivided 50% of the leasehold interest and a 37.5% net revenue interest in the oil and gas leases and mineral interests in
the Orogrande Project, which interests, except for any interests retained by Founders, would be reassigned to Farmor by Founders
if Founders did not spend a minimum of $45.0 million on actual drilling operations on the Orogrande Project by September 23, 2017.
Under a joint operating agreement also entered into on September 23, 2015, Founders was designated as operator of the leases. On March 22, 2017, Founders, Founders Oil &
Gas Operating, LLC, Founders’ operating partner, Hudspeth and Pandora signed a Drilling and Development Unit Agreement (the
“DDU Agreement”), with the Commissioner of the General Land Office, on behalf of the State of Texas, and as approved
by the Board for Lease of University Lands, or University Lands, on the Orogrande Project. The DDU Agreement has an effective date
of January 1, 2017 and required a payment from Founders, Hudspeth and Pandora, collectively, of $335,323 as the initial consideration
fee. The initial consideration fee was paid by Founders in April 2017 and was to be deducted from the required spud fee payable
to us at commencement of the next well drilled. The DDU Agreement allows for all 192 existing
leases covering approximately 134,000 net acres leased from University Lands to be combined into one drilling and development unit
for development purposes. The term of the DDU Agreement expires on December 31, 2023, and the time to drill on the drilling and
development unit continues through December 2023. The DDU Agreement also grants the right to extend the DDU Agreement through December
2028 if compliance with the DDU Agreement is met and the extension fee associated with the additional time is paid. Our drilling
obligations began with one well to be spudded and drilled on or before September 1, 2017, and increased to two wells in year 2018,
three wells in year 2019, four wells in year 2020 and five wells per year in years 2021, 2022 and 2023. The drilling obligations
are minimum yearly requirements and may be exceeded if acceleration is desired. The DDU Agreement replaces all prior agreements,
and will govern future drilling obligations on the drilling and development unit if the DDU Agreement is extended. The Company
drilled three wells during fourth quarter, 2018. There are two vertical tests wells in the Orogrande
Project, the Orogrande Rich A-11 test well and the University Founders B-19 #1 test well. The Orogrande Rich A-11 test well was
spudded on March 31, 2015, drilled in the second quarter of 2015 and was evaluated and numerous scientific tests were performed
to provide key data for the field development thesis. We believe that future utility of this well may be conversion to a salt water
disposal well in the course of further development of the Orogrande acreage. The University Founders B-19 #1 was spudded on April
24, 2016 and drilled in the second quarter of 2016. The well successfully pumped down completion fluid in the third quarter of
2016 and indications of hydrocarbons were seen at the surface on this second Orogrande Project test well. We believe that future
utility of this well may be conversion to a salt water disposal well in the course of further development of the Orogrande acreage. During the fourth quarter of 2017, we took back
operational control from Founders on the Orogrande Project. We were joined by Wolfbone Investments, LLC, (“Wolfbone”),
a company owned by Mr. McCabe. We, along with Hudspeth, Wolfbone and, for the limited purposes set forth therein, Pandora, entered
into an Assignment of Farmout Agreement with Founders, (the “Assignment of Farmout Agreement”), pursuant to which we
and Wolfbone will share the remaining commitments under the Farmout Agreement. All original provisions of our carried interest
were to remain in place including reimbursement to us on each wellbore. Founders was to remain a 9.5% working interest owner in
the Orogrande Project for the $9.5 million it had spent as of the date of the Assignment of Farmout Agreement, and such interests
were to be carried until $40.5 million is spent by Wolfbone and us, with each contributing 50% of such capital spend, under the
existing agreement. Our working interest in the Orogrande Project thereby increased by 20.25% to a total of 67.75% and Wolfbone
then owned 20.25%. Founders was to operate a newly drilled horizontal
well called the University Founders #A25 (at 5,540’ depth in a 1,000’ lateral) with supervision from us and our partners.
The University Founders #A25 was spudded on November 28, 2017. During the month of April, 2018, we, MPC and Mr. McCabe were to
assume full operational control including managing drilling plans and timing for all future wells drilled in the project. On July 25, 2018, we and Hudspeth entered into
a Settlement & Purchase Agreement (the “Settlement Agreement”) with Founders (and Founders Oil & Gas Operating,
LLC), Wolfbone and MPC, which agreement provides for Hudspeth and Wolfbone to each immediately pay $625,000 and for Hudspeth or
the Company and Wolfbone or MPC to each pay another $625,000 on July 20, 2019, as consideration for Founders assigning all of its
working interest in the oil and gas leases of the Orogrande Project to Hudspeth and Wolfbone equally. The final payments were made
on July 18, 2019. The assignments to Hudspeth and Wolfbone were made in July when the first payments were made. Future well capital
spending obligations will require the same 50% contribution from Hudspeth and 50% from Wolfbone until such time as the $40.5 million
to be spent on the project (as per our Assignment of Farmout Agreement with Founders) is completed. The Company estimates that
there is still approximately $16 million remaining to be spent on the project until such time as the capital expenditures revert
back to the percentages of the working interest owners. After the assignment by Founders (for which
Hudspeth’s total consideration is $1,250,000), Hudspeth’s working interest increased to 72.5%. The Orogrande Project ownership as of June 30,
2019 is detailed as follows:
Revenue Working
Interest Interest
University Lands - Mineral Owner 20.000% n/a
ORRI - Magdalena Royalties, LLC, an entity controlled by Gregory McCabe, Chairman 4.500% n/a
ORRI - Unrelated Party 0.500% n/a
Hudspeth Oil Corporation, a subsidiary of Torchlight Energy Resources Inc. 54.375% 72.500%
Wolfbone Investments LLC, an entity controlled by Gregory McCabe, Chairman 18.750% 25.000%
Unrelated Party 1.875% 2.500%
100.000% 100.000% Additionally, the Settlement Agreement provides
that the Founders parties will assign to the Company, Hudspeth, Wolfbone and MPC their claims against certain vendors for damages,
if any, against such vendors for negligent services or defective equipment. Further, the Settlement Agreement has a mutual release
and waivers among the parties. Rich Masterson, our consulting geologist, is
credited with originating the Orogrande Project in Hudspeth County in the Orogrande Basin. With Mr. Masterson’s assistance
and based on all the science we have gathered to date, we have identified multiple unconventional and conventional target pay zones
with depths between 3,000’ and 8,000’ with primary pay, described as the Penn formation, located at depths of 5,300
to 5,900’. Based on our geologic analysis to date, this basin has stacked pay with zones including the Wolfcamp, Penn, Barnett,
Woodford, Atoka and more. These potential zones are prospective for oil and gas with a GOR of 1100 expected based on our gathered
scientific information and analysis from independent third parties. During the fourth quarter, 2018, the Company
drilled three additional test wells in the Orogrande in order to stay in compliance with University Lands D&D Unit Agreement,
as well as, to test for potential shallow pay zones and deeper pay zones that may be present on structural plays. Development of
these wells continued into the six months ended June 30, 2019 to further capture and document the scientific base in support of
demonstrating the production potential of the property. The Company is currently marketing the project for an outright sale or
farm in partner. This marketing process has been long and ardous as the overall market is quite soft. In addition, due to the
size and scope of the project, we are dealing with very large companies that have multitudes of people reviewing our material,
which in itself is extensive. During the marketing process, the Company and Wolfbone will endeavor to complete the University Maverick
A24 #1 as a potential producer in the Atoka formation. In addition, should a farm out partner or sale not occur, the Company and
Wolfbone will proceed to drill two additional wells in the play prior to year-end, in order to fulfill the obligations under the
DDU Agreement. Hazel Project in the Midland Basin in West
Texas Effective April 4, 2016, TEI acquired from MPC
a 66.66% working interest in approximately 12,000 acres in the Midland Basin in exchange for 1,500,000 warrants to purchase shares
of our common stock with an exercise price of $1.00 for five years and a back-in after payout of a 25% working interest to MPC. Initial development of the first well on the
property, the Flying B Ranch #1, began July 9, 2016 and development continued through September 30, 2016. This well is classified
as a test well in the development pursuit of the Hazel Project. We believe that this wellbore will be utilized as a salt water
disposal well in support of future development. In October 2016, the holders of all of our then-outstanding
shares of Series C Preferred Stock (which were issued in July 2016) elected to convert into a total 33.33% working interest in
our Hazel Project, reducing our ownership from 66.66% to a 33.33% working interest. As of December 31, 2018, no shares of our Series
C Preferred Stock were outstanding. On December 27, 2016, drilling activities commenced
on the second Hazel Project well, the Flying B Ranch #2. The well is a vertical test similar to our first Hazel Project well, the
Flying B Ranch #1. Recompletion in an alternative geological formation for this well was performed during the three months ended
September 30, 2017; however, we believe that the results were uneconomic for continuing production. We believe that this wellbore
will be utilized as a salt water disposal well in support of future development. We commenced planning to drill the Flying B
Ranch #3 horizontal well in the Hazel Project in June 2017 in compliance with the continuous drilling obligation. The well was
spudded on June 10, 2017. The well was completed and began production in late September 2017. As of June 30, 2019 the well is shut
in due to high lease operating expenses as a result of lack of three phase electricity to the property which forced the use of
diesel generation equipment to power the production facilities. Acquisition of Additional Interests in Hazel Project On January 30, 2017, we and our then wholly-owned
subsidiary, Torchlight Acquisition Corporation, a Texas corporation (“TAC”), entered into and closed an Agreement and
Plan of Reorganization and a Plan of Merger with Line Drive Energy, LLC, a Texas limited liability company (“Line Drive”),
and Mr. McCabe, under which agreements TAC merged with and into Line Drive and the separate existence of TAC ceased, with Line
Drive being the surviving entity and becoming our wholly-owned subsidiary. Line Drive, which was wholly-owned by Mr. McCabe, owned
certain assets and securities, including approximately 40.66% of 12,000 gross acres, 9,600 net acres, in the Hazel Project and
521,739 warrants to purchase shares of our common stock (which warrants had been assigned by Mr. McCabe to Line Drive). Upon the
closing of the merger, all of the issued and outstanding shares of common stock of TAC automatically converted into a membership
interest in Line Drive, constituting all of the issued and outstanding membership interests in Line Drive immediately following
the closing of the merger, the membership interest in Line Drive held by Mr. McCabe and outstanding immediately prior to the closing
of the merger ceased to exist, and we issued Mr. McCabe 3,301,739 restricted shares of our common stock as consideration therefor.
Immediately after closing, the 521,739 warrants held by Line Drive were cancelled, which warrants had an exercise price of $1.40
per share and an expiration date of June 9, 2020. A Certificate of Merger for the merger transaction was filed with the Secretary
of State of Texas on January 31, 2017. Subsequent to the closing the name of Line Drive Energy, LLC was changed to Torchlight Hazel,
LLC. We are required to drill one well every six months to hold the entire 12,000 acre block for eighteen months, and thereafter
two wells every six months starting June 2018. During the six months ended June 30, 2019 modifications were made to mineral owner
leases as described below. Also on January 30, 2017, TEI entered into and
closed a Purchase and Sale Agreement with Wolfbone. Under the agreement, TEI acquired certain of Wolfbone’s Hazel Project
assets, including its interest in the Flying B Ranch #1 well and the 40 acre unit surrounding the well, for consideration of $415,000,
and additionally, Wolfbone caused to be cancelled a total of 2,780,000 warrants to purchase shares of our common stock, including
1,500,000 warrants held by MPC, and 1,280,000 warrants held by Green Hill Minerals, an entity owned by Mr. McCabe’s son,
which warrant cancellations were effected through certain Warrant Cancellation Agreements. The 1,500,000 warrants held by MPC that
were cancelled had an exercise price of $1.00 per share and an expiration date of April 4, 2021. The warrants held by Green Hill
Minerals that were cancelled included 100,000 warrants with an exercise price of $1.73 and an expiration date of September 30,
2018 and 1,180,000 warrants with an exercise price of $0.70 and an expiration date of February 15, 2020. Since Mr. McCabe held the controlling interest
in both Line Drive and Wolfbone, the transactions were combined for accounting purposes. The working interest in the Hazel Project
was the only asset held by Line Drive. The warrant cancellation was treated in the aggregate as an exercise of the warrants with
the transfer of the working interests as the consideration. We recorded the transactions as an increase in its investment in the
Hazel Project working interests of $3,644,431, which is equal to the exercise price of the warrants plus the cash paid to Wolfbone. Upon the closing of the transactions, our working
interest in the Hazel Project increased by 40.66% to a total ownership of 74%. Effective June 1, 2017, we acquired an additional
6% working interest from unrelated working interest owners in exchange for 268,656 shares of common stock valued at $373,430, increasing
our working interest in the Hazel project to 80%, and an overall net revenue interest of 74-75%. Mr. Masterson is credited with originating the
Hazel Project in the Midland Basin. With Mr. Masterson’s assistance, we are targeting prospects in the Midland Basin that
have 150 to 130 feet of thickness, are likely to require six to eight laterals per bench, have the potential for 12 to 16 horizontal
wells per section, and 200 long lateral locations, assuming only two benches. In April 2018, we announced that we have commenced
a process that could result in the monetization of the Hazel Project. We believe the development activity at the Hazel Project,
coupled with nearby activities of other oil and gas operators, suggests that this project has achieved a level of value worth monetizing.
We anticipate that the liquidity that would be provided from selling the Hazel Project could be redeployed into the Orogrande Project.
While this process is underway, we will take all necessary steps to maintain the leasehold as required. As of this filing, we continue
to maintain the leases in good standing and continue to market the acreage in an effort to focus on the Orogrande Project. During the six months ended June 30, 2019 the
Company deepened the Flying B #4 and took whole cores through all of the Wolfcamp A and the upper portion of the Wolfcamp B. We
anticipate having the results of the core work back from Schlumberger before the end of August, 2019. In addition, in May, 2019
we entered into agreements with two of the three mineral owners on the northern section of the leases to keep the entire acreage
block as one lease with a one year extension. We issued each of them 50,000 shares of our common stock as consideration for this
extension. At June 30, 2019 we were structuring the extension agreement with the third mineral owner for cash consideration. Due
to this extension, our obligation in November reduces to one obligation well. The marketing process is ongoing for the Hazel project. We continue to encounter, as does the entire industry,
a soft market for acquisitions and divestitures transactions. We will continue to look to sell the property or joint venture the
property via farm in or a drillco transaction. Winkler Project, Winkler County, Texas On December 1, 2017, the Agreement and Plan
of Reorganization that we and our then wholly-owned subsidiary, Torchlight Wolfbone Properties, Inc., a Texas corporation (“TWP”),
entered into with MPC and Warwink Properties, LLC (Warwink Properties) on November 14, 2017 closed. Under the agreement, TWP merged
with and into Warwink Properties and the separate existence of TWP ceased, with Warwink Properties being the surviving entity and
becoming our wholly-owned subsidiary. Warwink Properties was wholly owned by MPC. Warwink Properties owns certain assets, including
a 10.71875% working interest in approximately 640 acres in Winkler County, Texas. Upon the closing of the merger, all of the issued
and outstanding shares of common stock of TWP converted into a membership interest in Warwink Properties, constituting all of the
issued and outstanding membership interests in Warwink Properties immediately following the closing of the merger, the membership
interest in Warwink Properties held by MPC and outstanding immediately prior to the closing of the merger ceased to exist, and
we issued MPC 2,500,000 restricted shares of our common stock as consideration. Also on December 1, 2017, MPC closed its transaction
with MECO IV, LLC (” MECO”), for the purchase and sale of certain assets as contemplated by the Purchase and Sale Agreement
dated November 9, 2017 among MPC, MECO and additional parties thereto (the “MECO PSA”), to which we are not a party.
Under the MECO PSA, Warwink Properties received a carry from MECO (through the tanks) of up to $1,179,076 in the next well drilled
on the Winkler County leases. A Certificate of Merger for the merger transaction was filed with the Secretary of State of Texas
on December 5, 2017. Also on December 1, 2017, the transactions contemplated
by the Purchase Agreement that TEI entered into with MPC closed. Under the Purchase Agreement, which was entered into on November
14, 2017, TEI acquired beneficial ownership of certain of MPC’s assets, including acreage and wellbores located in Ward County,
Texas (the “Ward County Assets”). As consideration under the Purchase Agreement, at closing TEI issued to MPC an unsecured
promissory note in the principal amount of $3,250,000, payable in monthly installments of interest only beginning on January 1,
2018, at the rate of 5% per annum, with the entire principal amount together with all accrued interest due and payable on January
1, 2021. In connection with TEI’s acquisition of beneficial ownership in the Ward County Assets, MPC sold those same assets,
on behalf of TEI, to MECO at closing of the MECO PSA, and accordingly, TEI received $3,250,000 in cash for its beneficial interest
in the Ward County Assets. Additionally, at closing of the MECO PSA, MPC paid TEI a performance fee of $2,781,500 in cash as compensation
for TEI’s marketing and selling the Winkler County assets of MPC and the Ward County Assets as a package to MECO. Addition to the Winkler Project As of May 7, 2018 our Winkler project in the
Delaware Basin had begun the drilling phase of the first Winkler Project well, the UL 21 War-Wink 47 #2H. Our operating partner,
MECO had begun the pilot hole on the project. The plan is to evaluate the various potential zones for a lateral leg to be drilled
once logging is completed. We expect the most likely target to be the Wolfcamp A interval. The well is on 320 newly acquired acres
offsetting the original leasehold we entered into in December, 2017. The additional acreage was leased by our operating partner
under the Area of Mutual Interest Agreement (AMI) and we exercised its right to participate for its 12.5% in the additional 1,080
gross acres at a cash cost of $447,847 in July, 2018. Our carried interest in the first well, as outlined in the agreement, was
originally planned to be on the first acreage acquired. That carried interest is being applied to this new well and will allow
MECO to drill and produce potential revenues sooner than originally planned. The primary leasehold is a 320-acre block directly
west of the current position and will allow for 5,000-foot lateral wells to be drilled. The well was completed and began production
in October, 2018 and is producing currently. Recently the operator has informed us that there will be no planned additional wells
in the acreage this year. All acreage is presently held by production. In December 2018, the Company began to take
measures on its own to market the Warwink Project in an effort to focus on the Orogrande. This process is ongoing. Assets Held for Sale With respect to marketing oil and natural gas properties, the Company has evaluated the properties being marketed
to determine whether any should be reclassified as held-for-sale at June 30, 2019. The held-for-sale criteria include: management
commits to a plan to sell; the asset is available for immediate sale; an active program to locate a buyer exists; the sale of the
asset is probable and expected to be completed within one year; the asset is being actively marketed for sale; and it is unlikely
that significant changes to the plan will be made. If each of these criteria is met, the property would be reclassified as held-for-sale
on the Company’s consolidated balance sheets and measured at the lower of their carrying amount or estimated fair value less
costs to sell. Fair values are estimated using accepted valuation techniques, such as a discounted cash flow model, valuations
performed by third parties, earnings multiples, or indicative bids, when available. Management considers historical experience
and all available information at the time the estimates are made; however, the fair value that is ultimately realized upon the
sale of the assets to be divested may differ from the estimated fair values reflected in the consolidated financial statements.
If each of these criteria is met, DD&A expense would not be recorded on assets to be divested once they are classified as held
for sale. Based on management’s assessment, these criteria have not been met and no assets are classified as held for sale
as of June 30, 2019. |
