Item 7.01 Regulation FD Disclosure.
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 (the “Arrangement”).
On March 10, 2021, Torchlight and Metamaterial
issued a joint press release announcing that they have been invited to present at the 33rd Annual ROTH Conference being
held online on March 15-17, 2021 by ROTH Capital Partners. Guest attendance to the conference is by invitation only. 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.
A copy of the presentation slides that Torchlight
and Metamaterial will present at ROTH Conference, as well as a transcript of such presentation, are included with this
current report as exhibits 99.2 and 99.3, respectively. Such presentation slides and presentation may be used in whole or
in part in meetings with investors and analysts beginning on March 11, 2021.
The furnishing of the attached
presentation slides and transcript is not an admission as to the materiality of any information therein. The information
contained in the slides and transcript is summary information that is intended to be considered in the context of more
complete information included in Torchlight’s filings with the U.S. Securities and Exchange Commission (the
“SEC”) and other public announcements that it has made and may make from time to time by press release or
otherwise. We undertake no duty or obligation to update or revise the information contained in this current report, although
we may do so from time to time as management believes is appropriate. Any such updating may be made through the filing of
other reports or documents with the SEC, through press releases or through other public disclosures. For important
information about forward looking statements, see the slide titled “Forward-Looking Statements” in Exhibit 99.2
included with this current report.
The information in this current report on
Form 8-K, including Exhibits 99.1, 99.2 and 99.3, is being furnished and will not be treated as “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
section.
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
Arrangement pursuant to the Agreement, 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 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 definitive proxy
statement for Torchlight’s stockholders to be filed with the SEC in connection with the transactions contemplated by the
Arrangement Agreement. 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 Arrangement. 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 contemplated by the Arrangement
Agreement. 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 contemplated by the Arrangement Agreement. 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 Arrangement contemplated by the Arrangement Agreement. 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 Arrangement contemplated by the Arrangement Agreement will be set forth in the proxy statement for the Arrangement
contemplated by the Arrangement Agreement 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 Arrangement contemplated by the Arrangement Agreement when it becomes available.