Torchlight Announces Payment of a Special Series a Preferred Stock Dividend, a 1:2 Reverse Stock Split and Planned Closing of the Arrangement Agreement With Metamaterial, Inc.

PLANO, TX / ACCESSWIRE / June 25, 2021 / Torchlight Energy Resources, Inc. (NASDAQ:TRCH), an oil and gas exploration company ('Torchlight'), today announced that it paid the special Series A Preferred Stock dividend on a 1 for 1 basis to its stockholders of record on June 24, 2021. Torchlight also announced that it implemented a 1 for 2 reverse stock split of its Common Stock. The reverse split, which will become effective after market closing on June 25, 2021, was approved by the stockholders of Torchlight at its Special Shareholder meeting held on June 11, 2021. The 1 for 2 ratio represents the lowest amount Torchlight may implement under the 1-20 range that was previously approved by the stockholders.

Torchlight also announced that the steps necessary to close the business combination with Metamaterial Inc. were completed on June 25, 2021 and therefore Torchlight expects that the business combination will be effective on June 28, 2021 as of 12:01 AM EDT. Commencing on June 28, 2021 Torchlight's name will be changed to "Meta Materials Inc." and its common stock will begin trading on NASDAQ under the ticker symbol "MMAT."

Prior to the implementation of the reverse stock split, it was expected that Metamaterial, Inc. shareholders would receive 3.690 shares of Torchlight common stock in exchange for each of their shares of Metamaterial. This exchange ratio was planned to result in the Metamaterial Inc. shareholders owning approximately 75% of the resulting post-merger company, Meta Materials Inc, subject to financings prior to the closing of the business combination. To ensure that the Metamaterial Inc. shareholders owned the same approximate 75% after the reverse split, the exchange ratio was divided by 2, to 1.845 shares of Torchlight (which will be renamed Meta Materials Inc. as of Monday morning) for each share of Metamaterial Inc., to reflect the reverse split impact on total outstanding shares of Torchlight.

"I would like to take this opportunity to thank all of Torchlight's shareholders, its Board and the team at Metamaterial Inc. for their long time support, enthusiasm and efforts in making this merger a success," commented John Brda, Torchlight's Chief Executive Officer. "We plan to continue our efforts related to our asset divestiture to provide a positive outcome for Preferred A Stockholders as well as entering this new chapter for the combined Company. I look forward to working with the management of Meta Materials Inc. to ensure a smooth transition."