Item
8.01 Other Events.
On
February 8, 2021, Torchlight issued a press release announcing and pricing the offering. The press release is attached hereto
as Exhibit 99.1.
Forward-Looking
Statement
This
current report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor
created by those sections. All statements in this current report that are not based on historical fact are forward looking
statements. These statements may be identified by words such as estimates, anticipates, projects,
plans, strategy, goal, or planned, seeks, may,
might, will, expects, intends, believes, should,
and similar expressions, or the negative versions thereof, and which also may be identified by their context. All statements that
address operating performance or events or developments Torchlight expects or anticipates will occur in the future, such as stated
objectives or goals, refinement of strategy, attempts to secure additional financing, exploring possible business alternatives,
or that are not otherwise historical facts, are forward-looking statements. While management has based any forward-looking statements
included in this current report on its current expectations, the information on which such expectations were based may change.
Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from
those in the forward-looking statements as a result of various factors, including risks associated with Torchlights ability
to obtain additional capital in the future to fund planned expansion, the demand for oil and natural gas which demand could be
materially affected by the economic impacts of COVID-19 and possible increases in supply from Russia and OPEC, the proposed business
combination transaction with Metamaterial pursuant to the Arrangement Agreement, general economic factors, competition in the
industry and other factors that could cause actual results to be materially different from those described herein as anticipated,
believed, estimated or expected. Additional risks and uncertainties are described in or implied by the Risk Factors and Managements
Discussion and Analysis of Financial Condition and Results of Operations sections of Torchlights 2019 Annual Report on
Form 10-K, filed on March 16, 2020 and other reports filed from time to time with the SEC.
Torchlight urges you to consider those risks and uncertainties in evaluating its forward-looking statements. Readers are cautioned
to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise
required by the federal securities laws, Torchlight disclaims any obligation or undertaking to publicly release any updates or
revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in its expectations with regard
thereto, or any change in events, conditions, or circumstances on which any such statement is based.
Additional
Information and Where to Find It
Torchlight
will prepare a definitive proxy statement for Torchlights stockholders to be filed with the SEC in connection with the
transactions contemplated by the Arrangement Agreement. The proxy statement will be mailed to Torchlights stockholders.
Torchlight urges investors, stockholders and other interested persons to read, when available, the proxy statement, as well
as other documents filed with the SEC, because these documents will contain important information about the proposed business
combination transaction with Metamaterial. Such persons can also read Torchlights Annual Report on Form 10-K for the
fiscal year ended December 31, 2019, for a description of the security holdings of its officers and directors and their
respective interests as security holders in the consummation of the transactions contemplated by the Arrangement Agreement.
Torchlights definitive proxy statement will be mailed to stockholders of Torchlight as of a record date to be
established for voting on the transactions contemplated by the Arrangement Agreement. Torchlights stockholders will
also be able to obtain a copy of such documents, without charge, by directing a request to: John A. Brda, President of
Torchlight Energy Resources, Inc., 5700 W. Plano Parkway, Suite 3600, Plano, Texas 75093; e-mail: john@torchlightenergy.com.
These documents, once available, can also be obtained, without charge, at the SECs web site (http://www.sec.gov).
Participants
in Solicitation
Torchlight
and its directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Torchlight stockholders in connection with the proposed business combination contemplated
by the Arrangement Agreement. Investors and security holders may obtain more detailed information regarding the names, affiliations
and interests of Torchlights directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which
was filed with the SEC on March 16, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in
the solicitation of proxies to Torchlights stockholders in connection with the proposed business combination contemplated
by the Arrangement Agreement will be set forth in the proxy statement for the proposed business combination contemplated by the
Arrangement Agreement when available. Information concerning the interests of Torchlights participants in the solicitation,
which may, in some cases, be different than those of Torchlights equity holders generally, will be set forth in the proxy
statement relating to the proposed business combination contemplated by the Arrangement Agreement when it becomes available.