Metamaterial Obtains Final Order for Plan of Arrangement

Metamaterial Inc. (the "Company" or "META") (CSE:MMAT) a developer of high-performance functional materials and nanocomposites, today announced that it has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced plan of arrangement (the "Business Combination Transaction") with Torchlight Energy Resources, Inc. ("Torchlight") pursuant to which Torchlight will, among other things, indirectly acquire all of the issued and outstanding shares of the Company through its wholly owned subsidiary, Metamaterial Exchangeco Inc. ("Canco") in exchange for shares of common stock in the capital of Torchlight or exchangeable shares in the capital of Canco at the election of each eligible holder of shares of META

The Business Combination Transaction was previously approved by META securityholders at the annual general and special meeting of securityholders held on March 12, 2021.

It is currently anticipated that the transaction will be completed after March 19, 2021 upon the satisfaction or waiver of the conditions to closing as set forth in the definitive arrangement agreement, including the approval of certain matters by the stockholders of Torchlight at a meeting of its stockholders being scheduled at present.

Further details regarding the Business Combination Transaction are set out in the management information circular which is available under the profile of META at www.sedar.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.

Forward Looking Information

This release includes forward-looking information within the meaning of Canadian securities laws regarding the Company and its business, which may include, but are not limited to, statements with respect to the business strategies and operational activities of the Company , the completion of the Business Combination Transaction, and the timeline for the closing of the Business Combination Transaction. 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 the Company and are based on assumptions and subject to risks and uncertainties. Although the management of the Company 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 and performance of NanoWeb, the ability of the Company to commercialize its prototypes, the ability of the Company to expand into other uses and the ability of the Company to complete the Business Combination Transaction on the terms and conditions contemplated by the definitive agreement. Although the Company 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 the Company 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.

The CSE has neither approved nor disapproved the contents of this news release.

Media Inquiries:

media@metamaterial.com

Investor Inquiries:

Mark Komonoski
Investor Relations
Phone: 1-877-255-8483
mark@metamaterial.com

SOURCE: Metamaterial Inc.