Torchlight Loans Metamaterial US$10,000,000, Allowing Metamaterial to Execute on Business Plan in Advance of Shareholder Votes

Feb 22, 2021

PLANO, TX and HALIFAX, NS / ACCESSWIRE / February 22, 2021 / 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 nanocomposites, announced today that, in accordance with the terms of the previously announced Arrangement Agreement (the "Arrangement Arrangement") between Torchlight and META, pursuant to which Torchlight and META will complete a business combination (the "Arrangement"), Torchlight has loaned US$10,000,000 to META evidenced by an unsecured convertible promissory note (the "Promissory Note"). The Promissory Note bears interest at 8% per annum, with all unpaid principal and interest due in one lump sum payment on February 18, 2022 (the "Maturity Date"). If the Arrangement Agreement is terminated or expires without the completion of the Arrangement, Torchlight will have the right to convert all or any portion of the principal amount and any accrued but unpaid interest under the Promissory Note into the common shares of META (the "Common Shares") at a conversion price of C$2.80 per Common Share (subject to adjustment as described in the Promissory Note). Further, if the Arrangement is not completed, META will be obligated to repay to Torchlight the total unpaid balance of the principal and interest under the Promissory Note, to the extent not converted into Common Shares, on the Maturity Date.

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