Item 8.01. Other Events.
As previously disclosed in the current
report on Form 8-K filed on December 14, 2020, on that date, Torchlight entered into an Arrangement Agreement (the “Agreement”)
with Metamaterial to acquire all of the outstanding common shares of Metamaterial by way of a statutory plan of arrangement under
the Business Corporations Act (Ontario), on and subject to the terms and conditions of the Agreement.
On January 6, 2021, Torchlight issued a
press release announcing that holders of $1,500,000 of Torchlight’s subordinated debt have agreed to convert such debt into
common stock of Torchlight. The press release includes a comment from Torchlight’s Chief Executive Officer about the Agreement.
A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
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 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,
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 Management’s Discussion and Analysis of Financial Condition and Results of Operations
sections of Torchlight’s 2019 Annual Report on Form 10-K, filed on March 16, 2020 and other reports filed from time to time
with the Securities and Exchange Commission (“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 proxy statement
for Torchlight’s stockholders to be filed with the SEC. 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 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 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 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. 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 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 proposed business combination when it becomes available.