United States securities and exchange commission logo August 31, 2020 John Brda President Torchlight Energy Resources, Inc. 5700 W. Plano Parkway, Suite 3600 Plano, TX 75093 Re: Torchlight Energy Resources, Inc. Registration Statement on Form S-3 Filed August 24, 2020 File No. 333-248316 Dear Mr. Brda: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Robert D. Axelrod