Metamaterial Obtains Interim Order for Plan of Arrangement

- February 8th, 2021

Metamaterial Inc. a developer of high-performance functional materials and nanocomposites, today announced that it has obtained an interim order from the Ontario Superior Court of Justice authorizing the holding of an annual general and special meeting of the Securityholders and matters relating to the conduct of the Meeting. At the Meeting, shareholders and holders of options, warrants, and deferred share units …

Metamaterial Inc. (“Company” or “META”) (CSE: MMAT) a developer of high-performance functional materials and nanocomposites, today announced that it has obtained an interim order from the Ontario Superior Court of Justice (Commercial List) authorizing the holding of an annual general and special meeting (the “Meeting”) of the Securityholders (as defined below) and matters relating to the conduct of the Meeting.

At the Meeting, shareholders and holders of options, warrants, and deferred share units (collectively, the “Securityholders”) will be asked to, among other things, pass a special resolution relating to the proposed plan of arrangement (the “Arrangement”) involving the Company and Torchlight Energy Resources, Inc. (“Torchlight”). As announced in the Company’s press release on December 14, 2020 , the Arrangement will be carried out pursuant to the definitive agreement dated December 14, 2020 (the “Arrangement Agreement”) entered into in connection with the proposed business combination of the Company and Torchlight, as amended.

Meeting and Meeting Materials

The Company will hold the Meeting in a virtual only format, which will be conducted via live audio webcast at https://web.lumiagm.com/191086970 on March 12, 2021 commencing at 11:00 a.m. ( Toronto time).

Meeting materials, including a notice of annual general and special meeting of Securityholders and Circular, are scheduled to be mailed to Securityholders of record as at February 5, 2021 in advance of the Meeting in accordance with statutory requirements and the interim order. Upon completion of the mailing to Securityholders, the materials for the Meeting will be filed by the Company and will be available under the Company’s SEDAR profile at www.sedar.com .

Securityholders should carefully review all Meeting materials as they contain important information concerning the Arrangement and the rights and entitlements of the Securityholders.

Amending Agreement

The Company also announced today that on February 3, 2021 it entered into an amendment to arrangement agreement whereby the previously announced Arrangement Agreement was amended to reflect certain administrative changes.

About Metamaterial Inc.

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 an award winning Global Cleantech 100 company with products that support sustainability by doing more with less; they encompass lightweight, sustainable raw materials and processes which consume less energy and offer more performance. META has a growing patent portfolio and is currently developing new materials with diverse applications in concert with companies in the automotive, aerospace, energy, consumer electronics and medical industries. META is headquartered in Halifax, Nova Scotia and has R&D and Sales offices in London, UK and Silicon Valley. For additional information on META, please visit www.metamaterial.com

About Torchlight Energy Resources, Inc.

Torchlight Energy Resources, Inc. (NASDAQ: 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 .

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 ability to consummate the 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 potential benefits of the transaction to the Company’s Securityholders, the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the transaction or for other reasons, and other risks inherent to the Company’s business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the transaction. 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.

SOURCE Metamaterial Inc.

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