![]() ![]() Under Nevada law, only stockholders of record on the record date, which is May 5, 2021, are entitled to notice of, and to vote at, the Further details regarding the virtual meeting are included in the accompanying proxy statement. In addition to voting by submitting your proxy prior to the Special Meeting, you also willīe able to vote your shares electronically during the Special Meeting. The health and well-being of our employees and stockholders, the Special Meeting will be held in a virtual meeting format at Table of Contents No other business may be transacted at the Special Meeting.ĭue to the public health impact of the COVID-19 pandemic and to support (5) the approval, on a non-binding, advisory basis, of certain compensation that will or may become payable to Torchlights namedĮxecutive officers that is based on or otherwise relates to the Arrangement (the ∺dvisory Proposal).Īrrangement Proposal, the Articles Amendment Proposal and the Articles Amendment and Restatement Proposal will not be effected, and the Arrangement will not be completed, without the approval by the Torchlight stockholders of all such proposals. (4) the approval of the postponement or adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes toĪpprove the Arrangement Proposal and/or the Articles Amendment and Restatement Proposal, if deemed necessary or appropriate by the Torchlight Board (the ∺djournment Proposal) and To change the name of Torchlight to Meta Materials Inc. The exact ratio of the reverse stock split to be determined by the Board of Directors of Torchlight (the Torchlight Board) and To implement a reverse split of Torchlights common stock within a range from 1-for-2 to 1-for-20, with Incorporation, in the form attached hereto as Annex M, in connection with the Arrangement, for the following purposes (the ∺rticles Amendment and Restatement Proposal): (3) the adoption of Amended and Restated Articles of Of Incorporation of Torchlight (the ∺rticles Amendment Proposal), in the form attached hereto as Annex L, to increase the authorized shares of Torchlights (a) common stock from 150,000,000 shares to 1,000,000,000 shares and (2) the adoption of an amendment to the Articles Requirements of the NASDAQ Stock Market LLC (the ∺rrangement Proposal) (Meta), pursuant to which Torchlight will acquire Meta, in accordance with the Torchlights common stock as contemplated herein, in connection with a proposed arrangement (the ∺rrangement) with Metamaterial Inc. (1) the issuance of up to approximately 455,000,000 shares of Torchlight common stock, prior to effecting any reverse split of The purpose of the Special Meeting is to hold a vote of the stockholders of Torchlight regarding: We hereby give notice that a Special Meeting of Stockholders of Torchlight Energy Resources, Inc. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS King & Co., Inc., by telephone at 1 (800) 714-3305 (toll-free in North America) or 1 (212) 269-5550 (collect call outside North America), or by email at ENERGY RESOURCES, INC. If you have any questions, you may contact the proxy If you are in doubt as to how to make such decisions, please contact your financial, legal or other professional advisor. These materials are important and require your immediate attention. Number, or the Form or Schedule and the date of its filing.įorm, Schedule or Registration Statement No.: Identify the previous filing by registration statement Proposed maximum aggregate value of transaction:įee paid previously with preliminary materials.Ĭheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which theįiling fee is calculated and state how it was determined): Title of each class of securities to which transaction applies:Īggregate number of securities to which transaction applies: Payment of Filing Fee (Check the appropriate box):įee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) (Name of Registrant as Specified In Its Charter) Soliciting Material Pursuant to §240.14a-12 Proxy Statement Pursuant to Section 14(a) of theįiled by a Party other than the RegistrantĬonfidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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