Triumph Gold Corp. — Major Shareholding Notification 2021

Jun 29, 2021

FORM 62-103F1

REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS

Item 1 – Security and Reporting Issuer

• 1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

This report relates to common shares (“ Shares ”) of Metamaterial Inc. (“ Meta ”). The address of the head office of Meta is 1 Research Drive, Dartmouth, Nova Scotia, B2Y 4M9.

1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

Not applicable. See item 2.2.

Item 2 – Identity of the Acquiror

2.1 State the name and address of the acquiror.

Meta Materials Inc. (formerly Torchlight Energy Resources, Inc.) (the “ Acquiror” ) through its wholly owned subsidiary Metamaterial Exchangeco Inc. (“ Canco ”) is the acquiror.

The address of the head office of each of the Acquiror and Canco is:

1 Research Drive, Dartmouth, Nova Scotia, B2Y 4M9

Acquiror is organized under the laws of Nevada and Canco is organized under the laws of Ontario. Prior to the Business Combination (as defined below), Acquiror was a high growth oil and gas Exploration and Production (E&P) company with a primary objective of acquisition and development of domestic oil fields. Following the Business Combination, Acquiror’s principal business is designing and manufacturing complex films and other materials called metamaterials, that can manipulate and utilize light and other forms of energy.

2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

On June 28, 2021, the Acquiror acquired all of the issued and outstanding Shares of Meta through its wholly-owned subsidiary Canco pursuant to a plan of arrangement (the “ Business Combination ”) under the Business Corporations Act (Ontario) in exchange for common shares in the capital of Acquiror or, at the election of each eligible holder of Shares, exchangeable shares in the capital of

Canco pursuant to an arrangement agreement (as amended, the “ Arrangement Agreement ”) between Meta, Acquiror, Canco, and 2798831 Ontario Inc. (“ Callco ”) entered into on December 14, 2020.

• 2.3 State the names of any joint actors.

N/A

Item 3 – Interest in Securities of the Reporting Issuer

• 3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities.

Pursuant to the Business Combination, Canco acquired 106,758,159 Shares, representing 100% of the issued and outstanding Shares.

• 3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report.

See Item 3.1.

• 3.3 If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

• 3.4 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

Immediately prior to the completion of the Business Combination, the Acquiror and Canco did not own or control any Shares. Immediately following the completion of the Business Combination, the Acquiror, through Canco, owned 106,758,159 Shares, representing 100% of the issued and outstanding Shares.

• 3.5 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which

• (a) the acquiror, either alone or together with any joint actors, has ownership and control,

See Item 3.4.

• (b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

Not applicable.

• (c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

• 3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.

Not applicable.

• 3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

Not applicable.

State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

Not applicable.

• 3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

Not applicable.

Item 4 – Consideration Paid

• 4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.

Not applicable.

• 4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

Not applicable.

• 4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

• Pursuant to the Arrangement Agreement, under the Business Combination (i) the Shares were acquired in exchange for shares of common stock in the capital of Acquiror or, at the election of each eligible holder of Shares, exchangeable shares in the capital of Canco, on the basis of 1.845 Acquiror shares or 1.845 exchangeable shares of Canco for each Share (the “ Exchange Ratio ”); (ii) options to purchase Shares were exchanged for replacement options to purchase Acquiror shares based on the Exchange Ratio and with the exercise price of such replacement options adjusted to give effect to the Exchange Ratio; (iii) deferred share units of Meta (“ DSUs ”) were continued on the same terms and conditions, except that the terms of the DSUs were amended so as to substitute Acquiror shares for the Shares issuable pursuant to such DSUs based on the Exchange Ratio; and (iv) warrants of Meta (“ Warrants ”) were continued on the same terms and conditions except that the terms of the Warrants were amended so as to (a) substitute Acquiror shares for the Shares issuable pursuant to such Warrants based on the Exchange Ratio, and (b) adjust the exercise price of such Warrants to give effect to the Exchange Ratio.

Item 5 – Purpose of the Transaction

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

• (a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

• (b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

• (c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

• (d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

• (e) a material change in the present capitalization or dividend policy of the reporting issuer;

• (f) a material change in the reporting issuer’s business or corporate structure;

• (g) a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

• (h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

• (i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

• (j) a solicitation of proxies from securityholders;

• (k) an action similar to any of those enumerated above.

The purpose of the Business Combination was to enable the Acquiror to acquire all of the issued and outstanding Shares. The Shares have been delisted from the Canadian Securities Exchange and Meta will submit an application to cease to be a reporting issuer in applicable jurisdictions in Canada.

Item 6 – Agreements, Arrangements, Commitments or Understandings with Respect to Securities of the Reporting Issuer

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

On December 14, 2020, Meta, Acquiror, Canco and Callco entered into the Arrangement Agreement, as amended, pursuant to which such parties agreed to affect the Business Combination and related matters.

On December 14, 2020, Acquiror entered into a voting and support agreement (the “ Voting Agreement ”) with the senior officers and directors of Meta providing for, among other things, such directors and officers to vote the Shares and convertible securities of Meta beneficially owned by them in favour of the Business Combination at the applicable securityholder meeting of Meta held on March 12, 2021.

For a detailed summary of the Arrangement Agreement and the Voting Agreement, please refer to the management information circular of Meta dated February 9, 2021 (the “ Circular ”).

Copies of the Arrangement Agreement and Circular of Meta are filed on SEDAR (www.sedar.com) under Meta’s issuer profile.

Item 7 – Change in Material Fact

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

Not applicable.

Item 8 – Exemption

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

Not applicable.

Item 9 – Certification

Certificate

I, as the acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

DATED this 29th day of June, 2021.

META MATERIALS INC.

By: “George Palikaras”

Name: George Palikaras Title: President and CEO