Torchlight (TRCH) Enters Resignation and Settlement Agreement with COO Willard G. McAndrew

October 4, 2016 5:11 PM EDT

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Torchlight Energy Resources (NASDAQ: TRCH) disclosed in an SEC filing:


On September 28, 2016, we entered into a Resignation and Settlement Agreement (the “Resignation Agreement”) with Willard G. McAndrew, our Chief Operating Officer and director, which agreement becomes effective on October 5, 2016 (the “Effective Date”). Under the terms and conditions of the agreement, on the Effective Date (i) the entire unvested portion of Mr. McAndrew’s stock options granted pursuant to his Stock Option Agreement dated June 11, 2015 (the “Stock Options”) will not vest and will be null and void, amounting to the termination of 750,000 unvested Stock Options, and Mr. McAndrew will surrender for cancellation a total of 250,000 vested Stock Options, leaving Mr. McAndrew with 2,000,000 Stock Options at an exercise price of $1.57 per share that he was granted pursuant to the Stock Option Agreement, (ii) the Stock Options will be modified to expire on June 11, 2019, and (iii) we will owe Mr. McAndrew a total amount of cash compensation of $789,454.29, all of which will be used to exercise a portion of the Stock Options, and accordingly, he will be issued a total of 502,837 shares of common stock pursuant to the exercise of the Stock Options, leaving him with 1,497,163 of those Stock Options. On October 6, 2016, one day after the Effective Date, Mr. McAndrew will resign as Chief Operating Officer and director of Torchlight Energy Resources, Inc. and all of its subsidiaries, and his Employment Agreement dated June 16, 2015, will terminate. Under the Resignation Agreement, Mr. McAndrew will continue to be bound by confidentiality and non-compete provisions (subject to certain modifications) of his terminated Employment Agreement. We have agreed to file a registration statement covering the resale of 1,500,000 shares underlying other outstanding stock options and 900,000 shares underlying warrants he beneficially owns, for a total of 2,400,000 shares—all of which have an exercise price of $2.09. The Resignation Agreement also provides mutual release and indemnification provisions, as well as an arbitration provision.



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