PLANO: Torchlight Energy Resources and Metamaterial Inc. signed a definitive agreement negotiated at arm’s length for a business combination of Torchlight and Metamaterial by way of a statutory plan of arrangement.

Upon completion of the Transaction, shareholders of Metamaterial are expected to hold an approximate 75% equity interest in the combined company while Torchlight shareholders will retain an approximate 25% equity interest in the combined company.

Torchlight shareholders on the record date will be entitled to receive a preferred stock dividend, payable immediately prior to the closing of the Transaction, that entitles them to their pro rata share of any proceeds resulting from any sale of Torchlight’s oil and gas assets that occurs on the earlier of December 31, 2021 or six months from the closing of the Transaction.

And, after such time if such sales are not complete, will be entitled to receive a pro rata equity interest in a spin-off entity that holds Torchlight’s remaining oil and gas assets, subject to certain conditions.

“We are very excited to sign the definitive agreement with Metamaterial,” stated John Brda, Torchlight’s CEO.

“We believe this Transaction provides our shareholders with the best opportunity moving forward. Metamaterial offers proven disruptive technology with strong environmental, social and governance (ESG) priorities. This Transaction provides our shareholders with access to the multi-billion-dollar markets that Metamaterial serves and new applications that are being revolutionized with their sustainable technologies, while still allowing our Shareholders at closing of the Transaction to participate in the proceeds of our oil and gas asset divestitures.”

“META’s management, led by George Palikaras, has built an extraordinary award-winning cleantech company whose proprietary advanced technologies address multiple markets and improve their customers’ capabilities,” said Greg McCabe, Torchlight’s Chairman.

“I am excited to work with the META team and equally excited about the outcome for our faithful Torchlight shareholders.”

“NASDAQ is the world’s premier technology exchange, providing us with the best platform to expand awareness of Metamaterial on the global stage and fully realize the value of our portfolio of innovative, sustainable products.” commented Ram Ramkumar, Metamaterial’s Chairman.

“It has been our goal for META to be a NASDAQ-listed company,” stated George Palikaras, President & CEO of Metamaterial.

“When the business combination with Torchlight closes, obtaining a national exchange listing in the United States is anticipated to provide META with significant value and increased access to global capital markets.”

 “This Transaction will expand our business’ reach and attract additional world-class talent. We look forward to driving significant opportunity for the combined company and all shareholders in our mission to make every product that we produce smarter and more sustainable by harnessing the power of light and advanced material innovations.”

Metamaterial’s CEO, George Palikaras will be appointed CEO of the combined company, along with the appointment of Kenneth L. Rice as CFO and Executive Vice President.

META is changing the way we use, interact with, and benefit from light and other forms of energy. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy

META is headquartered in Halifax, Nova Scotia and has R&D and Sales offices in London, UK and Silicon Valley. www.metamaterial.com

Torchlight Energy Resources, Inc. (TRCH), based in Plano, Texas, is a high growth oil and gas Exploration and Production (E&P) company with a primary objective of acquisition and development of domestic oil fields. Torchlight has assets focused in West andCentral Texas where their targets are established plays such as the Permian Basin. www.torchlightenergy.com