FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * McCabe Greg 2. Issuer Name and Ticker or Trading Symbol TORCHLIGHT ENERGY RESOURCES INC [ TRCH ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
500 WEST TEXAS AVE., SUITE 890
3. Date of Earliest Transaction (MM/DD/YYYY)
12/30/2020
(Street)
MIDLAND, TX 79701
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
6% Convertible Promissory Note  $1  12/30/2020    A (1)       $100000   12/30/2020  5/10/2021 (2) Common Stock  100000 (3)  (4) $100000  D   

Explanation of Responses:
(1)  The reporting person loaned the issuer $100,000 in exchange for a 6% convertible promissory note.
(2)  The convertible note has a maturity date of the earlier of (i) May 10, 2021 and (ii) the date on which a business combination between the issuer and Metamaterial Inc. is closed.
(3)  This amount of common stock only accounts for principal and does not account for accrued and unpaid interest which is also convertible under the note. This amount is also subject to adjustment in the event of any reclassification, stock split, stock dividend or other similar event.
(4)  The convertible note was issued in consideration for a loan to the issuer by the reporting person in the amount of $100,000.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McCabe Greg
500 WEST TEXAS AVE.
SUITE 890
MIDLAND, TX 79701
X X


Signatures
/s/ Greg McCabe 1/6/2021
**Signature of Reporting Person Date