SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
McCabe Greg

(Last) (First) (Middle)
500 WEST TEXAS AVE.
SUITE 890

(Street)
MIDLAND TX 79701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TORCHLIGHT ENERGY RESOURCES INC [ TRCH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
6% Convertible Promissory Note $0.375 09/18/2020 A(1) $1,500,000 09/18/2020 05/10/2021(2) Common Stock 4,000,000(3) (4) 0 I See footnote(5)
Explanation of Responses:
1. McCabe Petroleum Corporation, of which the reporting person is the sole owner, loaned $1,500,000 to the issuer in exchange for a 6% convertible promissory note.
2. The convertible note has a maturity date of May 10, 2021, however $1,500,000 of the principle amount of the note will be automatically converted into common stock of the issuer in the event that a business combination between the issuer and Metamaterial Inc., whether through a merger or other transaction, is consummated prior to such date.
3. In the event of an automatic conversion of the convertible note as described in footnote (2), 100% of the note will convert into a total of 4,000,000 (which amount only accounts for principal and does not account for accrued and unpaid interest which is also convertible under the note). If (i) the issuer and Metamaterial do not enter into a definitive agreement by the later of November 2, 2020 or such later date that is agreed to by the issuer and Metamaterial in writing, or (ii) the issuer and Metamaterial enter into a definitive agreement but the transaction is terminated prior to closing or otherwise does not close by the maturity date of the note, then at such time and until the maturity date, the holder of the note will have the right, at the holder's option, to convert only up to $500,000 of the remaining principal amount, plus all unpaid interest accrued under the note, into shares of common stock. All such amounts of common stock are subject to adjustment in the event of any reclassification, stock split, stock dividend or other similar event.
4. The convertible note was issued in consideration for a loan to the issuer by McCabe Petroleum Corporation in the amount of $1,500,000.
5. The convertible note was issued to McCabe Petroleum Corporation, of which the reporting person is the sole owner.
Remarks:
/s/ Greg McCabe 10/12/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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