9/8/2023 0 Comments Torchlight merger dateReaders are cautioned to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. Torchlight urges you to consider those risks and uncertainties in evaluating its forward-looking statements. Additional risks and uncertainties are described in or implied by the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of Torchlight’s 2019 Annual Report on Form 10-K, filed on Maand other reports filed from time to time with the Securities and Exchange Commission (“SEC”). 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 risks associated with Torchlight’s ability to obtain additional capital in the future to fund planned expansion, the demand for oil and natural gas which demand could be materially affected by the economic impacts of COVID-19 and possible increases in supply from Russia and OPEC, the proposed business combination transaction with Metamaterial, general economic factors, competition in the industry and other factors that could cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. While management has based any forward-looking statements included in this current report on its current expectations, the information on which such expectations were based may change. All statements that address operating performance or events or developments Torchlight expects or anticipates will occur in the future, such as stated objectives or goals, refinement of strategy, attempts to secure additional financing, exploring possible business alternatives, or that are not otherwise historical facts, are forward-looking statements. All statements in this current report 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. This current report 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. The parties are continuing to work toward completion of a definitive agreement and have agreed to extend the letter of intent, including without limitation the non-solicitation period.Ī copy of the press release announcing the extension is attached to this current report as Exhibit 99.1 and is incorporated herein by reference. The letter of intent is for a proposed business combination transaction and was originally announced on September 21, 2020. (“Metamaterial”) announced the extension of their non-binding letter of intent to November 30, 2020. On November 2, 2020, Torchlight Energy Resources, Inc. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Name of each exchange on which registered Securities registered pursuant to Section 12(b) of the Act: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) (Exact name of registrant as specified in its charter)Ĭheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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