Item 8.01 Other Events.
On May 25, 2021, Torchlight Energy Resources, Inc.
(“Torchlight”) issued a press release to announce that stockholders representing 46% of the Torchlight shares eligible to
vote at the special meeting to be held on June 11, 2021 in connection with the previously announced business combination transaction with
Metamaterial, Inc. (the “Arrangement”) have already voted their shares. Torchlight stockholders of record as of the May 5,
2021 record date who have received a control number can vote their shares online at www.proxyvote.com or by mail or phone. Eligible stockholders
who hold their shares through a broker and have not received an email or other communication from their broker with information on how
to vote their shares may contact their brokerage for that information. 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 arrangement pursuant to the Arrangement Agreement with
Metamaterial, Inc. (the “Arrangement”), 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 2020 Annual Report on Form 10-K, filed on March 18, 2021 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 has prepared and filed with the SEC a definitive
proxy statement for Torchlight’s stockholders in connection with the transactions contemplated by the Arrangement Agreement. The
proxy statement has also been mailed to Torchlight’s stockholders of record on the record date. Torchlight urges investors, stockholders
and other interested persons to read 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, 2020, 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 stockholders
can also 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 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. 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, 2020,
which was filed with the SEC on March 18, 2021. 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
is also set forth in the proxy statement for the Arrangement contemplated by the Arrangement Agreement. 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, is also set forth in the proxy statement relating to the Arrangement.