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NOTE: This Settlement resolves a lawsuit by shareholders against Meta Materials related to the merger between Metamaterial Technologies and Torchlight Energy Resources and shares purchased between September 21, 2020 and June 24, 2022. The Settlement does not relate to claims concerning the subsequent spin-off of legacy Torchlight oil and gas assets involving Meta Materials preferred shares ($MMTLP) or FINRA’s trading halt on or around December 9, 2022. Your Meta Materials preferred shares and claims concerning FINRA’s trading halt will remain unaffected regardless of whether you participate in the Settlement or exclude yourself from it. Please review the Notice carefully for further information concerning the Settlement.

TO: All persons or entities who purchased META MATERIALS INC. F/K/A TORCHLIGHT ENERGY RESOURCES, INC. SECURITIES FROM September 21, 2020 TO June 24, 2022, INCLUSIVE, OR HELD TORCHLIGHT ENERGY RESOURCES, INC. STOCK at THE TIME OF ITS MERGER WITH METAMATERIAL, INC. ON JUNE 28, 2021.

PLEASE READ THE NOTICE CAREFULLY AND IN ITS ENTIRETY.  YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS ACTION.  PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THE PROCEEDS OF THE SETTLEMENTS, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND RELEASE FORM POSTMARKED OR SUBMITTED ONLINE ON OR BEFORE JUNE 5, 2024 TO THE CLAIMS ADMINISTRATOR.

A federal court authorized the Notice.  This is not a solicitation from a lawyer.

Shares and Time Period: (I) Meta Materials Inc. f/k/a Torchlight Energy Resources, Inc. (“Meta Materials”) (MMAT) common stock (CUSIP: 59134N104) and other Meta Materials securities purchased between September 21, 2020 and June 24, 2022, inclusive (the “Class Period”); (II) Torchlight Energy Resources, Inc. (“Torchlight”) stock held as of May 5, 2021, the record date for shares eligible to vote on the merger with Metamaterial, Inc.; and (III) Torchlight stock held as of June 28, 2021, the date the merger with Metamaterial, Inc. closed. 

Settlement Fund:  $3,000,000.00 in cash.  Your recovery will depend on the amount of shares purchased and the timing of your purchases and any sales. Depending on the number of eligible shares that participate in the settlement and when those shares were purchased and sold, Plaintiffs estimate the average cash recovery per share of common stock will be approximately $0.015 per share (assuming claims representing shares are filed) before deduction of court-approved fees and expenses. 

Reasons for Settlement:  Lead Plaintiffs’ principal reason for entering into the settlement is the substantial certain cash benefit for the Settlement Class and the avoidance of the costs and risks associated with continued litigation, including the danger of no recovery for Members of the Class. Defendants are entering into the settlement solely to eliminate the uncertainty, burden and expense of further protracted litigation.

If the Class Action Had Not Settled:  Continuing with the case could have resulted in dismissal or loss at trial.  The two sides do not agree on the amount of money that could have been won if Plaintiffs prevailed at trial. The parties also disagree about: (1) the method for determining whether the price of Meta Materials common stock was artificially inflated during the relevant period; (2) the amount of any such inflation; (3) the extent that various statements and/or omissions alleged by Plaintiffs were materially false or misleading; (4) the extent that various statements and/or omissions alleged by Plaintiffs influenced the trading price of Meta Materials securities during the Class Period; and (5) whether the statements and/or omissions alleged were material, false, misleading, or otherwise actionable under the securities laws. 

Attorneys’ Fees and Expenses:  Plaintiffs are represented by Lead Counsel. Lead Counsel has not received any payment for their work investigating the facts, conducting this litigation or negotiating the settlement on behalf of Plaintiffs and the Settlement Class. Court-appointed Lead Counsel will ask the Court for an award of attorneys’ fees equal to or less than $1,000,000 which amounts to one-third of the Settlement Fund, reimbursement of out-of-pocket litigation expenses not to exceed $60,000 to be paid from the Settlement Fund, and awards to Plaintiffs and other plaintiff representatives be approved up to $10,000. If the above amounts are requested and approved by the Court, the average cost per share of common stock will be $0.00535. 

Deadlines:
Submit Claim: June 5, 2024
Request Exclusion: April 23, 2024
File Objection: April 23, 2024

                 Court Hearing on Fairness of Settlement:  May 21, 2024 at 10:00 a.m.