Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * McCabe Greg	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)
(Last)          (First)          (Middle) 500 WEST TEXAS AVE., SUITE 890	3. Date of Earliest Transaction (MM/DD/YYYY) 9/18/2020
(Street) MIDLAND, TX 79701 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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	9/18/2020		A (1)			$1500000	9/18/2020	5/10/2021 (2)	Common Stock	4000000 (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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McCabe Greg 500 WEST TEXAS AVE. SUITE 890 MIDLAND, TX 79701	X	X

Signatures
/s/ Greg McCabe		10/12/2020
**Signature of Reporting Person		Date