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EX-10.1 - FORM OF SECURITIES PURCHASE AGREEMENT, DATED JUNE 12, 2020, BETWEEN TORCHLIGHT E - META MATERIALS INC. | exhibit_10-1.htm |
EX-4.1 - FORM OF WARRANT TO PURCHASE COMMON STOCK - META MATERIALS INC. | exhibit_4-1.htm |
8-K - TORCHLIGHT ENERGY RESOURCES, INC. 8-K - META MATERIALS INC. | trch_8k-18023.htm |
EXHIBIT 99.1
Torchlight Energy Resources, Inc. Announces $3,000,000 Registered
Direct Offering
PLANO,
TX – June 12, 2020 – Torchlight Energy Resources, Inc.
(NASDAQ: TRCH), an energy company engaged in the acquisition,
exploration, exploitation and/or development of oil and natural gas
properties in the United States, today announced the company has
entered into a securities purchase agreement with an institutional
investor for the sale of 7,894,737 shares of common stock at a
price of $0.38 per share for total gross proceeds of $3,000,000. As
part of the offering, the company issued the investor, warrants to
purchase up to 3,157,895 shares of common stock. The warrants will
be exercisable for the period of 12 months from the date of
issuance, at an exercise price of $0.55 per share. The offering
will generate net cash proceeds of approximately $2.8 million after
deducting estimated expenses in connection with the offering. The
company intends to use the net cash proceeds for drilling
obligations, debt interest payments and general corporate
purposes.
Commenting
on the offering, John Brda CEO of Torchlight Energy said,
“Our goal has been to position Torchlight to weather this
current storm of COVID-19 and volatile oil prices. We believe that
the proceeds from this financing will allow us to meet our
near-term drilling and financial obligations, as we continue to
delineate the value of our Orogrande Project.”
Pursuant
to the form of warrant, in the event the weighted average price of
the company’s common stock as reported by Nasdaq is greater
than the exercise price, the warrants must be exercised for cash or
on a traditional cashless basis, and if the weighted average is
less than the exercise price, the warrants may be exercised at the
option of the holder on a cashless basis, in whole or in part, for
a number of shares, equal to the same number of shares that would
have been issued to the holder, if such holder had elected to
exercise by paying the aggregate exercise price in cash, without
having to pay such aggregate exercise price.
This
registered direct offering is expected to close on or about June
16, 2020, subject to the satisfaction of customary closing
conditions. Roth Capital Partners acted as financial advisor in the
transaction.
A shelf
registration statement on Form S-3 (File No. 333-220181) relating
to the securities to be issued in the proposed offering was filed
with the Securities and Exchange Commission (SEC) and is effective.
A prospectus supplement and the accompanying prospectus relating to
the registered direct offering will be filed with the SEC. The
company will also file a Form 8-K in connection with the securities
purchase agreement. Electronic copies of the prospectus supplement
and the accompanying prospectus relating to the registered direct
offering may be obtained, when available, at the SEC’s
website at http://www.sec.gov.
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 focus on acquisition and development of
highly profitable domestic oil fields. The company has assets
focused in West and Central Texas where their targets are
established plays such as the Permian Basin. For additional
information on the Company, please visit www.torchlightenergy.com.
Safe Harbor
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,”
“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, including
the outcome of our announced downgrading of operations, 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 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. 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.
Forward-Looking Statements
Certain statements in this press release constitute
"forward-looking statements" within the meaning of the federal
securities laws. Words such as "may," "might," "will," "should,"
"believe," "expect," "anticipate," "estimate," "continue,"
"predict," "forecast," "project," "plan," "intend" or similar
expressions, or statements regarding intent, belief, or current
expectations, are forward-looking statements. These forward-looking
statements are based upon current estimates and assumptions and
include statements regarding the completion of the offering and use
of proceeds. While Torchlight Energy Resources believes these
forward-looking statements are reasonable, undue reliance should
not be placed on any such forward-looking statements, which are
based on information available to us on the date of this release.
These forward-looking statements are subject to various risks and
uncertainties, including without limitation those set forth in
Torchlight Energy Resources’ filings with the Securities and
Exchange Commission. Thus, actual results could be materially
different. Torchlight Energy Resources expressly disclaims any
obligation to update or alter statements whether as a result of new
information, future events or otherwise, except as required by
law.
Investor Relations Contact
Derek
Gradwell
Investor
Relations Consultant
Phone:
512-270-6990
Email:
ir@torchlightenergy.com