PLANO, Texas and HALIFAX, NS, Nov. 30,
2020 /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 nanocomposite products,
announced today the extension of the non-binding letter of intent
to December 11, 2020. The
letter of intent was originally announced on September 21, 2020.
Torchlight and META are continuing to work toward completion of
a definitive agreement and have agreed to extend the letter of
intent, including without limitation the non-solicitation
period.
Entry into a transaction will be subject to satisfactory
completion of due diligence by both parties, negotiation of a
definitive agreement and audits of Torchlight and META. If a
definitive agreement is entered into, it is expected that the
closing of a transaction will include customary closing conditions,
including NASDAQ and CSE approval and approval by the shareholders
of both companies. There can be no assurances that a
transaction will be consummated as a result of the letter of
intent.
Torchlight has engaged Roth Capital Partners as financial
advisor in connection with the transaction. META has engaged
Hamilton Clark as financial advisor on its behalf. Additional
details will be announced if and when a definitive agreement is
reached.
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 electromagnetic
waves. Metamaterials help support sustainability by doing more with
less; they encompass lightweight, sustainable raw materials and
processes which consume less energy. META is currently developing
new materials with diverse applications in the automotive,
aerospace, solar, consumer electronics and medical industries. META
has a growing patent portfolio with three core technologies:
holography, lithography, and wireless sensing. META is
headquartered in Dartmouth, Nova
Scotia and has offices in London,
UK and Pleasanton,
California.
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 Proposed
Transaction, the intention to raise equity capital, the potential
continued listing on the NASDAQ, the disposition of Torchlight's
oil and gas assets, 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 reach
agreement on definitive agreements, 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.
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 Energy Resources 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 those risks and uncertainties 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
If a definitive agreement is entered into and in connection with
the proposed transactions described herein, Torchlight and META
will prepare a proxy statement/prospectus for Torchlight's
stockholders to be filed with the SEC. The proxy
statement/prospectus will be mailed to Torchlight's stockholders.
Torchlight and META urge investors, stockholders and other
interested persons to read, when available, the proxy
statement/prospectus, as well as other documents filed with the
SEC, because these documents will contain important information
about the proposed business combination transaction. 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 described herein. Torchlight's
definitive proxy statement/prospectus will be mailed to
stockholders of Torchlight as of a record date to be established
for voting on the transactions described in this report.
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, META and their respective 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. 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 proposed business combination will be set forth in the
proxy statement/prospectus for the proposed business combination
when available. Information concerning the interests of
Torchlight's and META's participants in the solicitation, which
may, in some cases, be different than those of Torchlight's and
META's equity holders generally, will be set forth in the proxy
statement/prospectus relating to the proposed business combination
when it becomes available.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Torchlight or META, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
SOURCE Metamaterial Inc.