Attached files
| file | filename |
|---|---|
| 8-K - TORCHLIGHT ENERGY RESOUCES, INC. 8-K - META MATERIALS INC. | trch_8k-18005.htm |
| EX-1.1 - UNDERWRITING AGREEMENT, DATED MAY 18, 2020, BETWEEN TORCHLIGHT ENERGY RESOURCES, - META MATERIALS INC. | exhibit_1-1.htm |
| EX-5.1 - OPINION OF AXELROD & SMITH - META MATERIALS INC. | exhibit_5-1.htm |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Torchlight Energy Resources, Inc. Announces
Pricing of Public Offering of Common
Stock
PLANO, TX—May 18, 2020—Torchlight Energy Resources,
Inc. (NASDAQ: TRCH)(the
“Company”), 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 pricing of an underwritten public offering of 3,000,000 shares
of common stock at an offering price of $0.34 per share for
aggregate gross proceeds of $1,020,000, prior to deducting
underwriting discounts, commissions and other offering expenses.
The Company has granted the underwriters a 45-day option to
purchase up to an additional 450,000 shares of common stock to
cover over-allotments, if any. The offering is expected to close on
May 20, 2020, subject to the satisfaction of customary closing
conditions.
Torchlight Energy Resources, Inc. intends to use the net proceeds
from the offering primarily to meet its drilling obligations at the
Hazel Project and Orogrande Project and for general corporate
purposes.
ThinkEquity, a division of Fordham Financial Management, Inc., is
acting as sole book-running manager for the offering.
A shelf registration statement on Form S-3 (File No. 333-220181)
relating to the shares of common stock to be issued in the proposed
offering was filed with the Securities and Exchange Commission
(SEC) and is effective. A preliminary prospectus supplement and
accompanying prospectus describing the terms of the proposed
offering was filed by the Company with the SEC. The securities may
be offered only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration statement.
Copies of the preliminary prospectus supplement and the
accompanying prospectus relating to the securities being offered
may also be obtained from ThinkEquity, a division of Fordham
Financial Management, Inc., 17 State Street, 22nd Floor, New York,
New York 10004, by telephone at (877) 436-3673, by email at
prospectus@think-equity.com. Electronic copies of the preliminary
prospectus supplement and accompanying prospectus will also be
available on the SEC’s website at http://www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
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.
About Torchlight Energy Resources, Inc.
Torchlight Energy Resources, Inc. (NASDAQ: TRCH) 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 currently holds
interests in Texas where their targets are established plays such
as the Permian Basin and the Eagle Ford Shale. The Company’s
headquarters are in Plano, Texas. More information is
available at https://www.torchlightenergy.com/.
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
Derek Gradwell
T: 512-270-6990
E: IR@torchlightenergy.com