The combined entity will be named as 'Meta Materials Inc.' and trade under the ticker "MMAT”. The combined company, formerly known as Torchlight Energy Resources, Inc., will at closing focus its business to align with the current business of Metamaterial. If Torchlight does not enter into a definitive agreement by the later of Novemor such later date, that is agreed to by Torchlight and Metamaterial in writing, the $0.5 million from this escrow account will be released back to Greg McCabe and deducted from the principal amount outstanding under the Greg McCabe Note. If Torchlight and Metamaterial enter into a definitive agreement by the later of Novemor such later date that is agreed to by Torchlight and Metamaterial in writing, the $0.5 million from the escrow account will be released to Torchlight and Torchlight will lend this amount to Metamaterial pursuant to another convertible promissory note. Metamaterial will become a wholly owned subsidiary of Torchlight. As of February 4, 2021,Torchlight will use a portion of the net proceeds to provide $5 million of additional bridge financing to Metamaterial in the form of a third unsecured promissory note. An entity owned by Greg McCabe, Torchlight's Chairman, provided a bridge loan to Torchlight for $1.5 million with a conversion feature of $0.375 per common share of Torchlight. Torchlight has loaned $0.5 million to Metamaterial pursuant to an unsecured convertible promissory note and has agreed to loan an additional $0.5 million to Metamaterial within 5 days of signing the definitive agreement. Torchlight legacy shareholders will be entitled to a distribution of any values attributable to the sale of Torchlight's existing oil and gas business asset. Torchlight will divest within the first half of 2021 Torchlight's oil and gas assets for the benefit of Torchlight's legacy shareholders. Torchlight will issue 455 million shares in connection with the arrangement. Torchlight will acquire 100% of Metamaterial through the issuance of common stock, such that at closing, the former equity holders of Torchlight would own 25% of the combined company with the former equity holders of Metamaterial owning the remaining 75%. in a reverse merger transaction on December 14, 2020. signed a definitive agreement to acquire Torchlight Energy Resources, Inc. (NasdaqCM:TRCH) for approximately $140 million in a reverse merger transaction on September 15, 2020. (CNSX:MMAT) signed a non-binding letter of intent to acquire Torchlight Energy Resources, Inc. (NasdaqCM:TRCH) in a reverse merger transaction. (CNSX:MMAT) completed the acquisition of Torchlight Energy Resources, Inc.
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