TORCHLIGHT ENERGY RESOURCES INC - SECURITIES & EXCHANGE COMMISSION EDGAR FILING - iR DIRECT
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SECURITIES & EXCHANGE COMMISSION EDGAR FILING
TORCHLIGHT ENERGY RESOURCES INC
Form: 8-K
Date Filed: 2021-03-11
Corporate Issuer CIK: 1431959
© Copyright 2021, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2021
Torchlight Energy Resources, Inc.
(Exact name of registrant as specified in its charter)
Nevada 001-36247 74-3237581
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation or organization)
5700 W. Plano Parkway, Suite 3600
Plano, Texas 75093
(Address of principal executive offices)
Telephone – (214) 432-8002
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value TRCH The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
1
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 33 rd 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.
2
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Description
Exhibit 99.1 Press Release, dated March 10, 2021.
Exhibit 99.2 Presentation Slides for 33rd Annual ROTH Conference, March 2021
Exhibit 99.3 Presentation Transcript for 33 rd Annual ROTH Conference, March 2021
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Torchlight Energy Resources, Inc.
Date: March 11, 2021 By: /s/ John A. Brda
John A. Brda
President
4
Exhibit 99.1
Torchlight and Metamaterial to Participate in the 33rd Annual ROTH Conference
PLANO, Texas and HALIFAX, NS, March 10, 2021 / ACCESSWIRE / Torchlight Energy Resources, Inc. (NASDAQ: TRCH), an oil and gas exploration company (“Torchlight”)
and Metamaterial Inc. (“META”) (CSE: MMAT), a developer of high-performance functional materials and nanocomposite products, today announced that they have been invited
to participate in the 33rd Annual ROTH Conference being held online March 15-17, 2021 (the “ROTH Conference”) by ROTH Capital Partners (“ROTH”). Guest attendance to the
ROTH Conference is by invitation only.
The Chief Executive Officers of both Torchlight and META will give a presentation regarding the recent developments of the companies, and will hold one-on-one meetings, at the ROTH Conference. For additional information about the ROTH Conference, or to schedule a one-on-one meeting with the Chief Executive Officers of Torchlight and META, please contact your ROTH representative at 1-800-678-9147 or e-mail: oneononerequests@roth.com. About the 33 rd Annual ROTH Conference The ROTH Conference will be held virtually on March 15-17, 2021 and will feature presentations from hundreds of private and public companies to thousands of attendees. This gathering of institutional investors, private equity investors, VCs and executives, and service providers has become a must-attend event for anyone working in the small and mid- cap space. For more information about ROTH and the 33rd Annual ROTH Conference, please visit www.roth.com. About Metamaterial Inc. META delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing sustainable, highly functional materials. Our extensive technology platform enables leading global brands to deliver breakthrough products to their customers in consumer electronics, 5G communications, health and wellness, aerospace, automotive, and clean energy. Our achievements have been widely recognized, including being named a Global Cleantech 100 company. Learn more at www.metamaterial.com. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. About Torchlight Energy Resources, Inc. 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 and Central Texas where their targets are established plays such as the Permian Basin. For additional information on Torchlight, please visit www.torchlightenergy.com. Contacts Torchlight: Derek Gradwell Phone: 512-270-6990 dgradwell@integcom.us ir@torchlightenergy.com META: Mark Komonoski Phone: 877-255-8483 mark@metamaterial.com
Exhibit 99.2 Forward - Looking Statements 2 CERTAIN STATEMENTS IN THIS PRESENTATION CONCERNING THE PROPOSED TRANSACTION, INCLUDING ANY STATEMENTS REGARDING THE EXPECTED TIM ETABLE FOR COMPLETING THE PROPOSED TRANSACTION, THE RESULTS, EFFECTS, AND BENEFITS OF THE PROPOSED TRANSACTION, FUTURE OPPORT UNITIES FOR THE COMBINED COMPANY, FUTURE FINANCIAL PERFORMANCE A ND CONDITION, GUIDANCE AND ANY OTHER STATEMENTS REGARDING THE FUTURE EXPECTATIONS, BELIEFS, PLANS, OBJECTIVES, FINANCIAL C ONDITIONS, ASSUMPTIONS OR FUTURE EVENTS OR PERFORMANCE OF TORCHL IGHT ENERGY RESOURCES, INC. (“TORCHLIGHT”) OR METAMATERIAL INC. (“META”) THAT ARE NOT HISTORICAL FACTS ARE “FORWARD - LOOKING” STA TEMENTS BASED ON ASSUMPTIONS CURRENTLY BELIEVED TO BE VALID. FOR WARD - LOOKING STATEMENTS ARE ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS. THE WORDS “ANTICIPATE,” “BELIEVE ,” “ENSURE,” “EXPECT,” “IF,” “INTEND,” “ESTIMATE,” “PROBABLE,” “ PROJECT,” “FORECASTS,” “PREDICT,” “OUTLOOK,” “AIM,” “WILL,” “COU LD,” “SHOULD,” “WOULD,” “POTENTIAL,” “MAY,” “MIGHT,” “ANTICIPATE,” “LIKELY” “PL AN,” “POSITIONED,” “STRATEGY,” AND SIMILAR EXPRESSIONS OR OTHER WORDS OF SIMILAR MEANING, AND THE NEGATIVES THEREOF, ARE INTENDE D TOIDENTIFY FORWARD - LOOKING STATEMENTS. SPECIFIC FORWARD - LOOKING ST ATEMENTS INCLUDE STATEMENTS REGARDING TORCHLIGHT'S AND META’S PL ANS AND EXPECTATIONS WITH RESPECT TO THE PROPOSED TRANSACTIONAND THE ANTICIPATED IMPACT OF THE PROPOSED TRANSACTION ON THE CO MBINED COMPANY’S RESULTS OF OPERATIONS, FINANCIAL POSITION, GROW TH OPPORTUNITIES AND COMPETITIVE POSITION., AND THE 2021 CAPITAL EXPENDITURES OF META THE FORWARD - LOOKING STATEMENTS ARE INTENDED TO BE SUBJECT TO THE SAFE HARBOR PROVIDED BY SECTION 27A OF THE SECURITIES ACT OF 1933, SECTION 21E OF THE SECURITIES EXCHANGE ACTOF 1934 AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 . THESE FORWARD - LOOKING STATEMENTS INVOLVE SIGNIFICANT RISKS AND U NCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALL Y FROM THOSE ANTICIPATED, INCLUDING, BUT NOT LIMITED TO, THE POSSIBILITY THAT STOCKHOLDERS OF TORCHLIGHT MAY NOT APPROVE THE ISSUANCE OF NEW SHARES OF TORCHLIGHT COMMON STOCK IN THE TRANSAC TION OR OTHER PROPOSALS THAT ARE A CONDITION TO THE TRANSACTION OR THAT THE STOCKHOLDERS OF TORCHLIGHT AND META MAY NOT APPROVE THE ARRANGEMENT AGREEMENT; THE RISK THAT A CONDITION TO CLOSING OF THE PROPOSED TRANSACTION MAY NOT BE SATISFIED,THAT EITHER PARTY MAY TERMINATE THE ARRANGEMENT AGREEMENT OR THA T THE CLOSING OF THE PROPOSED TRANSACTION MIGHT BE DELAYED OR NO T OCCUR AT ALL; POTENTIAL ADVERSE REACTIONS OR CHANGES TO BUSINESS OR EMPLOYEE RELATIONSHIPS, INCLUDING THOSE RESULTING FR OM THE ANNOUNCEMENT OR COMPLETION OF THE TRANSACTION; THE DIVERS ION OF MANAGEMENT TIME ON TRANSACTION - RELATED ISSUES; THEULTIMATE TIMING, OUTCOME AND RESULTS OF INTEGRATING THE OPERATIO NS OF TORCHLIGHT AND META; THE EFFECTS OF THE BUSINESS COMBINATI ON OF TORCHLIGHT AND META, INCLUDING THE COMBINED COMPANY’S FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, STRATEGY AND PLANS; CHANGES IN CAPITAL MARKETS AND THE ABILITY OF THE COMBINE D COMPANY TO FINANCE OPERATIONS IN THE MANNER EXPECTED; THE FACT THAT ANY DIVIDEND PAYMENTS WILL BE AT THE DISCRETION OF THE COMB INED COMPANY’S BOARD OF DIRECTORS AND MAY BE SUBJECT TO LEGAL, C ONTRACTUAL OR OTHER RESTRICTIONS; THE EFFECTS OF COMMODITY PRICES; THE RISKS OF OIL AND GAS ACTIVITIES; AND THE FACT THAT O PERATING COSTS AND BUSINESS DISRUPTION MAY BE GREATER THAN EXPEC TED FOLLOWING THE PUBLIC ANNOUNCEMENT OR CONSUMMATION OF THE PROPOSED TRANSACTION. EXPECTATIONS REGARDING BUSINESS OUTLOOK, I NCLUDING CHANGES IN REVENUE, PRICING, CAPITAL EXPENDITURES, CASH FLOW GENERATION, STRATEGIES FOR OUR OPERATIONS, OIL AND NATURAL GAS MARKET CONDITIONS, LEGAL, ECONOMIC AND REGULATORY CONDITIONS , AND ENVIRONMENTAL MATTERS ARE ONLY FORECASTS REGARDING THESE M ATTERS. ADDITIONAL FACTORS THAT COULD CAUSE RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED ABOVE CAN BE FOUND IN TORCHLIGHT'S ANNUAL REPORT ON FORM 10 - K FOR THE YEAR ENDED DECEMBER 31, 2019 AND INITS SUBSEQUENTLY FILED QUARTERLY REPORTS ON FORM 10 - Q, EACH OF W HICH IS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (“SE C”) AND AVAILABLE FROM TORCHLIGHT'S WEBSITE ATWWW.TORCHLIGHTENERGY.COM UNDER THE “INVESTOR RELATIONS” TAB, AND IN OTHER DOCUMENTS TORCHLIGHT FILES WITH THE SEC. ALL FORWARD - LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY AR E MADE AND ARE BASED ON INFORMATION AVAILABLE AT THAT TIME. TORC HLIGHT DOES NOT ASSUME ANY OBLIGATION TO UPDATE FORWARD - LOOKING STATEMENTS TO REFLECT CIRCUMSTANCES OR EVENTS THAT OCCUR AFTER THE DATE THE FORWARD - LOOKING STATEMENTS WERE MADE OR TO R EFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS EXCEPT ASREQUIRED BY FEDERAL SECURITIES LAWS. AS FORWARD - LOOKING STATEMEN TS INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES, CAUTION SHOULD B E EXERCISED AGAINST PLACING UNDUE RELIANCE ON SUCH STATEMENTS.
Additional Information 3 Additional Information and Where to Find It Torchlight will prepare a definitive proxy statement (the “proxy statement”) concerning the proposed business combination transaction with Meta for Torchlight’s stockholders which will be filed with the SEC . The proxy statement will also 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 Securities and Exchange Commission because these documents will contain important information about
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proposed business combination . 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 . 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 proposed business combination will be set forth in the proxy statement for the proposed business combination 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 proposed business combination when it becomes available .
Transaction Overview 4 ▪ Reverse takeover of Torchlight (a U.S. - listed public company) by META (a Canadian - listed public company), by way of a Plan of Arrangement. ▪ Torchlight’s pre - Arrangement stockholders will own approximately 25.0% of the new combined company post - closing, and in exchange issue shares of its common stock to holders of META common shares, representing approximately75.0% ownership in the combined company. ▪ Prior to the effective date of the closing of the Arrangement, Torchlight will declare and issue shares of Series A preferred stock to holders of Torchlight common stock representing 100% of the value of its existing oil and gas assets. ▪ Shares of Series A preferred stock will be unregistered and not freely - tradable.▪ Preferred stockholders will have the right to receive a cash dividend (on a per preferred share basis) of any net proceeds received from the sale or disposition of oil and gas assets owned by Torchlight prior to the earlier of ( i ) December 31, 2021 or (ii) the date which is six months from the closing of the Arrangement. ▪ During the sale period, the Company may spin off or sell any of the remaining oil and gas assets. ▪ Further, the oil and gas assets will be held in wholly - owned subsidiaries. ▪ The current management team at META will operate the combined company post - closing.
Transaction Merits 5 ▪ Legacy Value + + |Pre - ArrangementTorchlight shareholders still maintain exposure to the oil and gas assets and will receive a pro rata share of any net proceedsgenerated from the sale or disposition of theassets, in addition to receiving 25% of thecombined business with META. ▪ New Vision | Transition to the value of patentsand development of nanomaterials that have broad and current product applications in industries that include automotive, consumer electronics, communications, medical, energy, and aerospace and defense. MASTERING LIGHT DRIVING INNOVATION www.metamaterial.com CS E:M M A T Metamaterial, Inc. The Transaction Opportunity
This Presentation includes forward - looking information within the meaning of Canadian securities laws and within the meaning of Section 21 E of the Securities Exchange Act of 1934 , as amended, regarding Metamaterial and its business, which may include, but are not limited to, statements with respect to the terms and anticipated timing of the proposed transaction with Torchlight Energy Resources Inc . , the intention to raise equity capital, the potential continued listing of Torchlight on the NASDAQ exchange and the benefits thereof, the approval of the Transaction by the shareholders of Torchlight and Metamaterial, the business strategies, product development and operational activities of Metamaterial . Often but not always, forward - looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved . Such statements are based on the current expectations and views of future events of the management of Metamaterial and are based on assumptions and subject to risks and uncertainties . Although the management of Metamaterial believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect . The forward - looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the ability of the parties to close the proposed transaction with Torchlight Energy Resources Inc . , the ability of the parties to raise necessary equity capital, approval of the transaction and continued listing by the NASDAQ exchange, approval of the Canadian Securities Exchange, receipt of shareholder approval and required third party and regulatory consents, the potential benefits of the transaction to Metamaterial shareholders, risks related to the research and development projects of the Company, risks related to the market potential of the Company’s products, risks related to the investment priorities and manufacturing plans of the Company, risks related to the scalability of the Company’s production ability, risks related to the technology industry, market strategic and operational activities, and management’s ability to manage and to operate the business . Although Metamaterial has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward - looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended . Accordingly, readers should not place undue reliance on any forward - looking statements or information . No forward - looking statement can be guaranteed . Except as required by applicable securities laws, forward - looking statements speak only as of the date on which they are made and Metamaterial does not undertake any obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events, or otherwise . F orward L ooking S tatements 7 Solutions for everyday life META delivers breakthrough performance ,across a range of applications and industries, by designing, developing and manufacturing sustainable, highly - functional materials . 8
Almost every great advancement in technology can be attributed to abreakthrough in material science: stone age => bronze age => iron age => => => silicon age Electronics THEN... In 1956, the Nobel Prize in Physics was awarded jointly to Shockley, Bardeen and Brattain for their development of the transistor , driven by the discovery ofsemiconducting materials and the means to manipulate their properties Electronics NOW... TheB irth of theDigital Age 9 Enabling the 21 st Century “Age of Invisible Materials” ▪ SPEED - META uses AI software to design a library of patterns for different applications, it typically developsnew custom solutions within hours vs months ▪ SCALE - META is one of the first companies to develop proprietary roll - to - roll production equipment to produce large area, high volumenanocomposites ▪ COST- Increasing the roll - to - roll web width and line speed should drive costs down to a few $/m 2META (2020) Mie resonators (2014) Blazed binary grating (1998 ) Échelette DOE (1970’s) Geometric Phase (2001) High performance (2016) Light field (2019) META (2020) Concept of Invisibility 10 Laboratory Scale Production Scale ▪ Metamaterials control on demand unique functional properties in absorption, emission, sensing, transmission,and guiding of light, sound, energy, and heat, as well asfriction, strength, and electric energy ▪ Metamaterials are typically created by patterning composite and nanomaterials(e.g. metals, dielectrics etc.) ▪ Until recently, development has taken place only at thelaboratory scale onvery small substratesWhat are Metamaterials? The META Advantage
Market Opportunity Driven by Several Megatrends Source: Lux Research, n - tech Research, BCC Research, Deloitte, internal META estimate ▪ 5G infrastructure: rollout requires new materials fortransparent antennas and reflectors ▪ Vehicle Electrification: seismic shift toward EV, ADAS (advanced driver assistance systems) and autonomous vehicles ▪ Combined >$3T in Other Verticals: Advanced Materials, IoT, Medical, Energy, Aerospace and Automotive markets ▪ Scarcity, Control of Raw Materials :supply of rare earths and materials such as ITO (Indium Tin Oxide) highly concentrated in Asia ▪ Metamaterial Device Market: expected to grow to $10.7B SAM by 2030 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 Metamaterials Market Forecast US$ Millions (Source: LUX Research) Communications Sensing Vibration damping Other 11 META Transparent Window Film Tr an sforms Outdoor 5G Coverage 12 PROBLEM- Highest - speed 5G signals need line of sight, requiring placement of many small cells SOLUTION- META’s passive transparent window film reflects signal to cover dead zones MEGA TREND - Carriers are spending $ Billions on Infrastructure META Transparent Window Film
META Invisible Antenna to Enhance Indoor 5G and Digital TV Reception PROBLEM - 5G signals don’t penetrate glass, buildings, requiring installation of internal networks SOLUTION - META’s passive transparent window film passes through 5G and Digital TV signals 13 META Nano - heater to Protect Sensors - Transparent to RADAR and LIDAR Simultaneously 14 PROBLEM- ADAS and Autonomous vehicles depend on an array of cameras and sensors to “see” and understand their surroundings SOLUTION - META’s NanoWeb Ρ transparent conductive film provides deicing and defogging without blocking the camera/sensor functions
▪ META’s lithography capability enables fabrication of sensors & antennas completely invisible to the human eye ▪ META’stouch sensorsand transparent 5G antennas can be integrated intosmartphon e displays, on windows of vehicles or buildings and home appliances ▪ NanoWeb Ρ isflexible - unlike the incumbent ITO (Indium Tin Oxide) technology– enabling sensors on foldable phones ▪ META’s antennas can operate from low to high frequencies( 3G, 5G /6G and beyond) andprovide communication systems for conventional, EV and autonomous vehicles COMPETITIVE ADVANTAGE S NanoWeb Œ :Transparent Sensors and 5G Antennas 15 META Transparent 5G Antenna metaFUSION Œ Integrates AR with Prescription Lenses • metaFUSION Ρ integrates optical elements for AR (augmented reality) combined with lens casting technology developed by Interglass Technology AG • META acquired assets & IP of Swiss lens manufacturerInterglass, 70+ patents, trademarks and trade secrets, proprietary software and designs • High volume fully automated lens casting, workstations,tools, test equipment, and technical data • Proprietary specialty materials/foils supply in cooperation withCovestro AG • Just - in - time production of prescription lenses and embedded elements such as optical combiners, waveguides, and eye tracking sensors • Highly Sustainable Process: • Less energy (10 sec vs 50 hours curing time) • Zero water usage • Less material usage $1.5BAugmentedReality EyewearMarket Source: BCC Research 16
Functional metamaterialsforHealth and Wellness market – Licensing/Project Financing opportunities MARKET POTENTIAL * $2. 0+ B MRI Medical Imaging MRIImaging with metamaterial film MARKET POTENTIAL * $4. 0+ B Early - StageBreast CancerScreening Radio - wave Imaging forbreast screening with metamaterial film * Source: Internal META estimates MARKET POTENTIAL * $15 .0+ B Non - invasive Glucometer Dual Sensor mm - wave technology with metamaterial film ( www.gluco - wise.com ) Medical Applications: Mid - to Long - Term (2 - 7yrs) Potential Daily use Bio - photonic sensor with sensitivity and performance enhanced using nanomaterial to meet rising demand for point of care testing. MARKET POTENTIAL* $10.0+B Molecular Biosensor Image Enhancement Sensor enhancement 17 Selected T arget Co - Development Partners and Customers in Automotive, Medical, Aerospace & Defense, Consumer Electronics and Energy 18 Solving Global Challenges Together With OEM Partners And Customers 18
Advanced Materials Competitive Landscape Source: LUX Research and Internal META estimates Existing META relationships 19 Intellectual Property & Know - How • META has 89 filed patents (54 granted) across 28 patent families (21 granted) • 5 registered trademarks • Proprietary, custom manufacturing processes andtrade secrets, developed over 10 years with multi - million $ investment • Processes and methods were patented early, providing multi - year competitive advantage • NEW: Interglass acquisition added 70+ patents ,casting processes for high - quality plastic lenses, optical components based on UV curing acrylics Source: META IP Portfolio - Last updated Jan 15 th 2020Holography 4 Lithography 12 MRI 3 GlucoWise 3 LED/Solar 3 Other 3 Patent Families Breakdown 20
Executive Team George Palikaris , Ph. D. President and CEO, Founder 12 years in leadership positions of high - techstartups. Goldman Sachs (10KSB), MITEnterprise and EY awards for entrepreneurship, Stanford, Harvard, INSEAD Exec Ed. 50+ patents, 3 industry awards. Jonathan Waldern, Ph. D. Chief Technology Officer 25 years experience in commercialization of holographic and lithographic/nanomaterials for photonic applications, inventor andvisionary with 140+ patents Themos Kallos , Ph. D. Chief Science Officer, Co - Founder 10 years experience in applied physics, intellectual property development in metamaterial applications, 40+ filed patents and 50+ publications Kenneth Rice, MBA, JD, LLM Chief Financial Officer & EVP 30+ years experience, public and private company CFO, in - house counsel,operations, and corporate developmentexecutive in technology and life sciences Gardner Wade Chief Product Officer 20+ years in managing development engineering of high - definition opticaleyewear for global brands in military, flight and performance sports applications 21 Scott Richards Chief Marketing Officer 20+ years in management consulting and marketing services, CEO, CMO, COO,strategic planning, and M&A, in Canada, the Caribbean, the UAE, and the U.S. Investment Priorities 2021 - 2022 1. Acquire and launch Pilot Scaleroll - to - roll functional film production capability, estimated $10M CAPEX 2. Customer Center including META’s pilot line, to license, train and sell duplicates internationally 3. Healthcare and Wellness applications led by current customer engagements, estimated spending $3M 4. Applied R&D, increased headcount, estimated spending $3M Initial roll - to - roll production equipment: operational year - end 2021 to mid - 2022 Expansion equipment and clean room labs:operational 4Q21 to 2Q22 22
Design, Test Samples Wafer Scale Validation R2R Licensed Pilot Line Design Verification • Produce samples to customer spec • Test samples • Scope proposal for Phase 2 NRE (Funded R&D) Performance Validation • Complete Phase 2 NRE • Produce Beta lot for customer use • Pilot scale productioncontract and scope Multiple RevenueStreams Production at Scale • Cost model validation with customer • Produce pilot scale lot for customer use • Commercial scale license and material supply agreement Revenue Streams 1. License Fee 2. Master - Supply 3. Royalties 4. Equipment Supply 5. Raw Material Supply Agreement 6. Service NRE contract (META owns IP) Scalable Revenue and Business Model 23 Team IP Established &De - risked TechPlatform Global Partnerships Growth Leading the NEXT AGE of “invisible"highly functional metamaterials Scalable & SustainableProducts OEM and Fortune 500companies, from diverse industries providedirection,funding andready outlets forour novel productswith multiple potential revenue streams NASDAQ’s first ever metamaterials company – 1 st mover advantage Access to Non - dilutive government funding provides significant match of equity and/or debt financing Software drivensimulation tools Proprietary Manufacturing &Design PlatformBroad and Growing IP Estate Multinational Subject Matter Experts 24
Mark Komonoski Investor Relations T 877 - 255 - 8483 E:mark @metamaterial.com THANK YOU 25
Exhibit 99.3 Company Name: Torchlight Energy Resources, Inc. (TRCH) & Metamaterial Inc. Event: 33rd Annual Roth Conference Date: March 11, 2021 Good afternoon, everyone. This is John Brda, CEO of Torchlight Energy, ticker symbol, TRCH. And I have with me today, George Palikaras, the CEO of Metamaterial, Inc., our merger partner that we've announced back in December. Today, we'll be discussing some brief overview about the transaction as well as the transaction merits. And then in addition to that, George will give a brief presentation on what you can expect from Metamaterial going forward after the merger is complete. During this presentation, management may make forward-looking statements, which involves significant risks and uncertainties that could cause actual results to differ materially. Okay. Let's talk a little bit about the transaction overview. The structure of the deal is a reverse takeover of Torchlight, which is a NASDAQ-listed company by Metamaterial, by way of a plan of arrangement. Torchlight’s prearrangement shareholders will receive approximately 25% of the new combined company post-closing and META shareholders will receive approximately 75% ownership in the combined company. Prior to the effective date of the closing, we will issue and declare a Series A preferred stock to the shareholders of record of Torchlight just before we close. And this will represent 100% of the value of our existing oil and gas assets. This Series A preferred stock dividend will be unregistered and not freely tradable. In addition, the preferred shareholders will have the right to receive any and all cash dividends on a per preferred share basis of any net proceeds received from the sale of the disposition of the oil and gas assets owned by Torchlight prior to the earlier of December 31 or six months from the closing of the arrangement. During the sale period, the company may spin off or sell any of the remaining oil and gas assets. And last but not least the current management team of META will operate the combined company post-closing. Let's look at the transaction merits. From a Torchlight perspective, we have a tremendous legacy value in oil and gas assets. And prearrangement, the Torchlight shareholders still keep that and maintain that exposure to the oil and gas assets via the preferred dividend. But in addition to that, we are receiving 25% of the combined business with META. And why we think this is a value to our shareholders is really the purpose of this call today. George is going to give you the new vision that we are very excited about. And thank you very much, John. I will go through the slides talking about the transaction opportunity, the business merits and our strategy on a go-forward basis. Please be advised just like John mentioned earlier that we may also be making some forward-looking statements. Now META is a platform technology company. We enable our OEM customers that could also range of industries to deliver breakthrough new products by designing, developing, and manufacturing our sustainable, highly functional materials. We are able to customize our products for different applications by designing new patterns or structures, while using the same processes and materials. For example, NanoWeb is a transparent metal mesh, which can de-fog and de-ice your windshield more efficiently than bulky systems that blow hot air and also has uses in 5G communications in touch screens. We're now scaling a number of these applications, as I will explain later in my presentation. So to understand our technology, we need to take a step back. And many of the great advancements in human history have been enabled by new materials. For example, in the Silica days computers that once filled the rooms have been replaced by notebooks weighing less than 3 pounds. Shrinking feature sizes allow more performance to be packed into it cheap, often at a lower cost, powering smartphones and so many other high-tech and consumer products we enjoy. In semiconductor, this relentless progress is known as Moore's law. Like modern semiconductors metamaterials are also involving and reproducing precise patterns. The pictures that you see on the top left are of optical metamaterials produced at the laboratory scale over the last few decades. These patterns are what gives them properties that are needed for a particular application. The challenge for the industry is to take these tiny patterns out of the laboratory and reproduce them at production scales. At META, we have three key advantages, speed, scale and cost. We use AI artificial intelligence tools to allow us to rapidly develop new designs. Using semiconductor equipment, it costs us about $100,000 square meter to produce these designs. However, right now our cost is only $200 to $300 per meter square. This is a big breakthrough. We are developing proprietary roll-to-roll equipment to reproduce these nanostructures in volume, driving cost down to just a few dollars per square meter. You could think of these generational improvements as Moore's law for metamaterials. And what about the market? Well, this is a large market opportunity for metamaterials, and it's driven by the performance, not only of what the OEMs need, but what the end users expect. In next generation products across many different applications driven by megatrends, for instance, in 5G, we have a new infrastructure rollout that is aiming to deliver broadband speeds wirelessly and in the electric vehicles, the electrification trend where demand is increasing the range, improving safety while creating lighter and lighter materials. Other segments include medical, energy and aerospace. Metamaterials can also replace scarce raw materials such as indium-tin-oxide and other types of rare earth metals and precious metals where supply chains are heavily concentrated in Asia for example. Now let's look at some specific applications we're working on today. In 5G, 5G networks promised to enable many new applications, but the deployment is costly and difficult, because the highest speed signals are blocked by trees, buildings and even your windows at home. META has developed a transparent window film to passively reflect and passively transmit the signal from the towers up above, down to the areas where coverage would otherwise be blocked. What about indoors? This is where our transparent conductive film is highly customizable. By changing the way we pattern the film, we can help signals penetrate through glass, bringing better 5G and digital TV reception indoors without blocking the view, our films are transparent. And in the automotive industry, if we connect our transparent film to a power source, we can de-ice and de-fog the sensors that allow advanced vehicles to see the world around them. You may have seen wiggle wires that are typically visible on the rear or the front window of a car, but you cannot use those, because they would interfere with the sensors. We apply our solution, which is totally invisible to the headlights, mirrors, windshields and windows of electric vehicles and conventional cars. Compared to blowing warm air on the windshield or using chemicals, our solution reduces bulk and weight, improving EV, range, and fuel economy for combustion engines. We call our transparent conductive film NanoWeb, because the features are so small that they're invisible. The picture on the right is a transparent 5G antenna. We can make a whole range of antennas and sensors. NanoWeb doesn't use scarce materials like indium, and it's flexible enough for foldable phones. Industry heavyweights like Tim Cook and Mark Zuckerberg have suggested that augmented reality will become the next major computing platform after the smartphone. There are two major challenges for this to happen; number one, to make the technology invisible, so you don't look like a robot; and number two to support prescription lenses, which is the majority of users require, it's more than 50% of the market. We recently acquired assets and IP that should allow us to develop a complete solution. And our process is more sustainable. And there is more, in the medical space our mid to long-term roadmap, includes applications with multi-billion-dollar potential. For instance, how do you increase the image resolution of MRI scans by reducing their costs and increasing the speed of image acquisition? How do you detect earlier breast cancer without risking radiation or even doing so painlessly without compression of the breast? And how do you work in solving one of the holy grails in diabetes management to accurately measure glucose without drawing blood, without finger sticks. Some of these technology can be all summarized in the process that we have developed, where molecular biosensing is intended to miniaturize and drive the cost down for these testing equipments, bringing these technologies over the other side, outside of the hospital into point of care systems where you can benefit right at your home or your closest clinic. Potential application includes screening for COVID and identifying a range of other types of materials in the biosensing world.
Our business model is primarily B2B and we seek to work with the leading OEMs in our targeted sectors. We also did partnerships along the supply chain, and we have attracted significant government support. This has provided us with non-dilutive funding for our R&D. And this is an important slide, we have few direct competitors in metamaterials, which is in bucket number one. META in this bucket is the only platform technology company, while the others are more of a narrowly product focused company. We have built over the last 10 years a multi-platform, multi technology, multi-application stream. We combine the high performance benefits of the semiconductor technology, which you see in bucket number four, with the cost effectiveness and scalability of the chemical and specialty materials companies that you see in bucket number two. Our products like NanoWeb are not only higher performing, but they're more sustainable replacements for incumbents like Indium Tin Oxide and specialty coatings. You may think of META as being similar to the emerging group like carbon nanotubes in bucket number three, however, they cannot yet deliver on their promise cost, and even if they do, the performance will not reach the levels that are required by the customers. Finally, you should notice that we have and seek to grow further partnerships with companies in several of these categories. And here is a look about our intellectual property and know-how. We have been deliberate in building an IP portfolio to prepare for future competition and licensing. Together with our recent interglass acquisition, we now have over 150 patents covering a number of key elements, manufacturing applications and utility type patents. Our team has recently expanded and strengthened our management with a new CFO, a new CTO, and a new Chief Marketing Officer. In this slide, you see the next couple of years, investment priorities. Our top priority for the funds we recently raised with Torchlight is to build out our initial pilot scale roll-to-roll production facility and create capacity. The semiconductor industry is currently supply constrained, so lead times for equipment are a little stretched, this makes time to operation a bit fluid. However, we are building a new customer center to showcase our technology and train our partners. To meet opportunities in healthcare, and the other areas, we are also investing and adding headcount. Our engagement with the OEM industry and as well as other partners typically progresses through a series of phases, beginning with sample testing and scaling towards production. We expect non-recurring engineering revenues to account for the majority of our revenue in 2021. The ultimate goal for high volume applications is to license our technology into facilities built by our customers. This is intended to drive upfront licenses along with multiple recurring revenue streams over a long period of time. So to summarize, we believe at META that we are leading the next age of invisible, highly functional materials. We believe this is a new category. Over the last 10 years, we have built an international team of experts, have grown, successfully, an IP portfolio that protects both our applications and our manufacturing, as well as design processes. We have scaled development and manufacturing technologies, which has attracted a growing number of leading OEM customers and partners across the globe. Since we are on the leading edge of an important new technology sector, we expect to receive ongoing government support. And listing on the NASDAQ should place META in a strong position to execute across a range of growth opportunities with a first mover advantage. And I would just like to thank you everyone for joining us today, and I hope you enjoy the rest of the conference. Thank you, George. Again, thank you to all our Torchlight shareholders, and thank you for Roth for hosting this event. Terrific presentation and we hope you enjoyed it as well. We look forward to meeting you on a one-on-one presentation here in the very near-future. Thank you.
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