PLANO, Texas and HALIFAX, NS, Feb. 22,
2021 /CNW/ - Torchlight Energy Resources, Inc. (NASDAQ:
TRCH), an oil and gas exploration company ("Torchlight") and
Metamaterial Inc. ("META") (CSE: MMAT), a developer of
high-performance functional materials and nanocomposites, announced
today that, in accordance with the terms of the previously
announced Arrangement Agreement (the "Arrangement Arrangement")
between Torchlight and META, pursuant to which Torchlight and META
will complete a business combination (the "Arrangement"),
Torchlight has loaned US$10,000,000
to META evidenced by an unsecured convertible promissory note (the
"Promissory Note"). The Promissory Note bears interest at 8% per
annum, with all unpaid principal and interest due in one lump sum
payment on February 18, 2022 (the
"Maturity Date"). If the Arrangement Agreement is terminated or
expires without the completion of the Arrangement, Torchlight will
have the right to convert all or any portion of the principal
amount and any accrued but unpaid interest under the Promissory
Note into the common shares of META (the "Common Shares") at a
conversion price of C$2.80 per Common
Share (subject to adjustment as described in the Promissory Note).
Further, if the Arrangement is not completed, META will be
obligated to repay to Torchlight the total unpaid balance of the
principal and interest under the Promissory Note, to the extent not
converted into Common Shares, on the Maturity Date.
META intends to use approximately US$5,000,000 of the proceeds from the loan made
pursuant to the Promissory Note to accelerate its acquisition of
certain pilot scale production equipment to expand its roll-to-roll
product family production capabilities, support META's on-going
development of optical products for targeted use in life sciences
applications, and expand its metaOptix™ product line for its
e-commerce business. The remainder will be used for general
corporate purposes including working capital and merger related
costs.
About Metamaterial Inc.
META is changing the way we use, interact with, and benefit from
light and other forms of energy. META designs and manufactures
advanced materials and performance functional films which are
engineered at the nanoscale to control light and other forms of
energy. META is an award winning Global Cleantech 100 company with
products that support sustainability by doing more with less; they
encompass lightweight, sustainable raw materials and processes
which consume less energy and offer more performance. META has a
growing patent portfolio and is currently developing new materials
with diverse applications in concert with companies in the
automotive, aerospace, energy, consumer electronics and medical
industries. META is headquartered in Halifax, Nova Scotia and has R&D and Sales
offices in London, UK and Silicon
Valley. For additional information on META, please visit
www.metamaterial.com
Forward Looking Information
This release includes forward-looking information within the
meaning of Canadian securities laws regarding META and its
business, which may include, but are not limited to, statements
with respect to the terms and anticipated timing of the Arrangement
pursuant to the Arrangement Agreement, the mailing date of the
meeting materials, the date of the Meeting, the intention to raise
equity capital, the potential continued listing on the NASDAQ and
the benefits thereof, the disposition of Torchlight's oil and gas
assets, the approval of the Transaction by the shareholders of
META, the business strategies, product development and operational
activities of META and Torchlight. Often but not always,
forward-looking information can be identified by the use of words
such as "expect", "intends", "anticipated", "believes" or
variations (including negative variations) of such words and
phrases, or state that certain actions, events or results "may",
"could", "would" or "will" be taken, occur or be achieved. Such
statements are based on the current expectations and views of
future events of the management of META and are based on
assumptions and subject to risks and uncertainties. Although the
management of META believes that the assumptions underlying these
statements are reasonable, they may prove to be incorrect. The
forward-looking events and circumstances discussed in this release
may not occur and could differ materially as a result of known and
unknown risk factors and uncertainties affecting the companies,
including risks regarding the ability of the parties to close the
Arrangement pursuant to the Arrangement Agreement, the ability of
the parties to raise necessary equity capital, approval of the
transaction and continued listing by the NASDAQ, approval of the
Canadian Securities Exchange, receipt of shareholder approval and
required third party and regulatory consents, the risk that
Torchlight may not be able to dispose of its oil and gas assets on
favorable terms or at all, risks related to the technology
industry, market strategic and operational activities, and
management's ability to manage and to operate the business.
Although META has attempted to identify important factors that
could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be
other factors that cause actions, events or results to differ from
those anticipated, estimated or intended. Accordingly, readers
should not place undue reliance on any forward-looking statements
or information. No forward-looking statement can be guaranteed.
Except as required by applicable securities laws, forward-looking
statements speak only as of the date on which they are made and
META does not undertake any obligation to publicly update or revise
any forward looking statement, whether as a result of new
information, future events, or otherwise.
META Meeting and Meeting Materials
META will be holding an annual general and special meeting (the
"Meeting") of shareholders and holders of options, warrants and
deferred share units (collectively, the "META Securityholders")
which will be conducted via live audio webcast at
https://web.lumiagm.com/191086970 on March
12, 2021 commencing at 11:00
a.m. (Toronto time). At the
Meeting, the META Securityholders will be asked to, among other
things, pass a special resolution relating to the proposed plan of
arrangement (the "Arrangement") involving META and Torchlight. As
announced on December 14, 2020, the
Arrangement will be carried out pursuant to the definitive
agreement dated December 14, 2020, as
amended, which was entered into in connection with the Transaction.
On February 18, 2021, the meeting
materials for the Meeting, including a notice of annual general and
special meeting of META Securityholders and circular, were mailed
to META Securityholders of record as at February 5, 2021 in advance of the Meeting in
accordance with statutory requirements and the interim order. The
materials for the Meeting have been filed by the Company and are
available under the Company's SEDAR profile at www.sedar.com as
well as on the Company's website.
The Canadian Securities Exchange has neither approved nor
disapproved the contents of this news release.
About Torchlight Energy Resources, Inc.
Torchlight Energy Resources, Inc. (TRCH), based in Plano, Texas, is a high growth oil and gas
Exploration and Production (E&P) company with a primary
objective of acquisition and development of domestic oil fields.
Torchlight has assets focused in West and Central Texas where their targets are
established plays such as the Permian Basin. For additional
information on Torchlight, please visit
www.torchlightenergy.com.
Forward-Looking Statement
This press release 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 release 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, our refinement
of strategy, our attempts to secure additional financing, our
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 release
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 Torchlight's 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, Inc. 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
in Management's Discussion and Analysis of Financial Condition and
Results of Operations sections of our 2019 Annual Report on Form
10-K, filed on March 16, 2020 and our
other reports filed from time to time with the Securities and
Exchange Commission. We urge you to consider those risks and
uncertainties in evaluating our forward-looking statements. We
caution readers not to 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, we
disclaim 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 our 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
Torchlight's stockholders to be filed with the SEC regarding the
Arrangement. The proxy statement will be mailed to Torchlight's
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 Arrangement. Such
persons can also read Torchlight's 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 in
connection with the Arrangement. Torchlight's definitive proxy
statement will be mailed to stockholders of Torchlight as of a
record date to be established for voting on the Arrangement.
Torchlight's 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 SEC's 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 Arrangement.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of Torchlight's
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 Torchlight's
stockholders in connection with the Arrangement will be set forth
in the proxy statement for the Arrangement when available.
Information concerning the interests of Torchlight's participants
in the solicitation, which may, in some cases, be different than
those of Torchlight's equity holders generally, will be set forth
in the proxy statement relating to the Arrangement when it becomes
available.
SOURCE Metamaterial Inc.