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 Energy Resources,
Inc. (Torchlight) entered into an Arrangement Agreement (the Agreement) with Metamaterial Inc., an
Ontario corporation headquartered in Nova Scotia, Canada (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 22, 2021, Torchlight issued a press release announcing that the holder of $4,000,000 of Torchlights senior secured
debt has converted the entire principal amount of such debt into common stock. The press release includes a comment from Torchlights
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 Torchlights 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 Managements Discussion and Analysis of Financial
Condition and Results of Operations sections of Torchlights 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 Torchlights stockholders to be filed with the SEC. The proxy statement will be mailed
to Torchlights 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 Torchlights 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. Torchlights 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. Torchlights 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
SECs 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 Torchlights
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
Torchlights 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 Torchlights participants
in the solicitation, which may, in some cases, be different than those of Torchlights equity holders generally, will be
set forth in the proxy statement relating to the proposed business combination when it becomes available.