Blueprint
Torchlight Energy Resources, Inc.
5700
Plano Parkway, Suite 3600
Plano,
Texas 75093
Telephone:
(214) 432-8002
September
26, 2017
H.
Roger Schwall
Division
of Corporation Finance
United
States Securities and Exchange Commission
100 F.
Street NE
Washington,
D.C. 20549
Re:
Torchlight
Energy Resources Inc.
Registration
Statement on Form S-3
Filed
August 25, 2017
File
No. 333-220181
Dear Mr. Schwall:
On behalf of Torchlight Energy Resources, Inc. (the
“Company”), and pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, I hereby request that the
effectiveness of the Registration Statement referred to above be
accelerated to 4:00 p.m., Eastern Time on September 28,
2017, or as soon thereafter as practicable.
The Company acknowledges the following:
●
Should
the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the
filing.
●
The
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing.
●
The
Company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
If you have any questions or need any additional information,
please contact Robert D. Axelrod of Axelrod, Smith & Kirshbaum
at (713) 861-1996. I thank you in advance for your
attention to this matter.
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Very
truly yours,
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By:
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/s/ John
Brda
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John
Brda, President
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