Torchlight Senior Secured Lender Converts Remaining $1.5 Million of Senior Debt

Rhea-AI Summary

Torchlight Energy Resources, Inc. (TRCH) announced the conversion of its remaining $1.5 million secured debt into common stock, resulting in the issuance of 1,000,000 shares at $1.50 each. This conversion eliminates all term debt from Torchlight's balance sheet. Additionally, the blanket liens on both the Orogrande and Hazel projects securing this debt will be fully released. Torchlight specializes in domestic oil field acquisition and development, focusing on established plays in Texas, including the Permian Basin.

Positive

• Elimination of $1.5 million in term debt enhances financial stability.
• Conversion provides an opportunity for increased shareholder equity with 1,000,000 new shares issued.

Negative

• None.

PLANO, TX / ACCESSWIRE / February 16, 2021 / Torchlight Energy Resources, Inc. (NASDAQ:TRCH), an oil and gas exploration company ("Torchlight"), announced today that Torchlight's only remaining secured noteholder has converted all $1.5 million of its remaining position into common stock at the conversion price of $1.50 per share, for a total of 1,000,000 shares. This leaves Torchlight with no term debt remaining on its books. The blanket liens on the Orogrande Project and the Hazel Project that were securing the debt will be released in full.

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.

Forward-Looking Statement

This press release 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 release 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 Energy Resources expects or anticipates will occur in the future, such as stated objectives or goals, our refinement of strategy, our attempts to secure additional financing, our 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 release 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 those risks and uncertainties described in or implied by the Risk Factors and in Management's Discussion and Analysis of Financial Condition and Results of Operations sections of our 2019 Annual Report on Form 10-K, filed on March 16, 2020 and our other reports filed from time to time with the Securities and Exchange Commission ("SEC"). We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to 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, we disclaim 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 our expectations with regard thereto, or any change in events, conditions, or circumstances on which any such statement is based.

Additional Information and Where to Find It

Torchlight will prepare a definitive proxy statement for Torchlight's stockholders to be filed with the SEC regarding the proposed business combination transaction between Torchlight and Metamaterial Inc. (the "Arrangement"). 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 in connection with the Arrangement. Torchlight's definitive proxy statement will be mailed to stockholders of Torchlight as of a record date to be established for voting on the Arrangement. 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. 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 will be set forth in the proxy statement for the Arrangement 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 when it becomes available.

Contact:

Derek Gradwell
Integrous Communications
Phone: 512-270-6990
dgradwell@integcom.us
ir@torchlightenergy.com

SOURCE: Torchlight Energy Resources, Inc.

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FAQ

What did Torchlight Energy Resources announce on February 16, 2021?

Torchlight Energy Resources announced the conversion of $1.5 million of secured debt into common stock, eliminating all term debt.

How many shares were issued from the debt conversion by Torchlight?

A total of 1,000,000 shares were issued at a conversion price of $1.50 per share.

What projects were affected by the debt conversion at Torchlight?

The blanket liens on the Orogrande Project and the Hazel Project were released as a result of the debt conversion.

What is the significance of the debt conversion for Torchlight's stockholders?

The debt conversion enhances financial stability and increases shareholder equity.

What is Torchlight Energy's focus in the oil and gas sector?

Torchlight focuses on the acquisition and development of domestic oil fields, particularly in established plays like the Permian Basin.