PLANO, Texas and HALIFAX, NS, Dec. 18,
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 that, in accordance with the terms of the
previously announced business combination transaction (the
"Transaction"), Torchlight has loaned USD$500,000 to META pursuant to an unsecured
convertible promissory note (the "META Note"). The META Note is for
a 24-month term and bears interest at 8%, with principal and
interest due in a lump sum at maturity. If the definitive
agreement is terminated, Torchlight will have the right to convert
the principal amount of the META Note and all accrued interest
thereon into META common shares at $0.62 (CAD) per common share.
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 Metamaterial 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 and the benefits thereof, the
disposition of Torchlight's oil and gas assets, the approval of the
Transaction by the shareholders of Metamaterial, the business
strategies, product development and operational activities of
Metamaterial 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 Metamaterial and are based on assumptions and subject
to risks and uncertainties. Although the management of Metamaterial
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 proposed
transaction, 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 Metamaterial 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 Metamaterial 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
Torchlight and META will prepare a proxy statement for
Torchlight's stockholders to be filed with the SEC. The proxy
statement will be mailed to Torchlight's stockholders. Torchlight
and META urge 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. 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 will be mailed to stockholders of Torchlight as of a
record date to be established for voting on the proposed business
combination. 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 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 relating to the
proposed business combination when it becomes available.
SOURCE Metamaterial Inc.