Investors

NBH filed a registration statement on Form S-1 (File No. 333-273442) (the“Registration Statement”) with the Securities and Exchange Commission (“SEC”)as of July 26, 2023 in order to register for issuance the right to subscribe for shares of common stock of a subsidiary of NBH to be formed in the future (“Newco”) to the eligible shareholders of NBH. In order to be eligible to receive the subscription right, you must hold shares of common stock of NBH as the registered stockholder on the books and records of the transfer agent of NBH, American Stock Transfer & Trust Company LLC (“AST”) by 5:00 p.m. CT on the record date (defined below). Each shareholder must also maintain direct registration with AST for a period of 180 days after the record date.  Following the expiration of such period, theCompany will distribute subscription rights to eligible shareholders on a one-for-one basis for each share that is held by such shareholder and directly registered with AST.  

AST will register and record your ownership of shares of NBH stock in book-entry form. Book-entry means AST maintains your shares on your behalf without the need for physical share certificates.  Shares held in book-entry form without certificates have the same rights and privileges as shares held in certificate form.

Once the Registration Statement is declared effective by the SEC, you will have sixty (60) days from the effective date to complete direct registration with AST (the “record date”). When the Registration Statement becomes effective, NBH will issue a press release notifying shareholders of the record date.  AST will provide to NBH a shareholder list as of the record date reflecting each shareholder who has validly completed all procedures to directly register all shares beneficially held by such shareholder. 

In order to be an eligible holder of NBH common stock to receive the subscription rights to acquire shares of Newco common stock, you cannot be (i)a bank, broker or other nominee that is determined by the Company in its sole discretion to be holding shares for other entities or individuals or (ii) a beneficial owner of NBH common stock that is being held by a bank, broker or other nominee.

You may be required to pay certain transfer fees or expenses in connection with transfers to become the registered holder of your shares of NBH common stock on the books and records of NBH's transfer agent.  For all instructions by any beneficial owner to transfer the shares of NBH common stock then held in "street name" through a broker, bank or other nominee, such bank, broker or nominee may impose a transfer or other transaction fee to be borne by the beneficial owner in accordance with such bank's, broker's or nominee's ordinary practices and policies. Further, AST may also impose certain ownership transfer fees on the brokers instructed to transfer shares of NBH common stock to beneficial owners on the books of the transfer agent based on fees published by and pursuant to certain contractual arrangements of AST to which such brokers are subject. You should contact your brokerage firm to determine its fees if you transfer your shares out of the brokerage account.  None of the foregoing fees or charges will be borne or charged by NBH.

Transfer of Uncertificated NBH Shares to Shareholders

If you hold your shares in “street name,” your shares may be issued in book entry form in an account in the name of your broker, bank or nominee. If so, in order to directly register such shares and transfer the shares electronically from your broker’s account to a new AST account in your name, please instruct your broker to submit a letter of instruction to AST indicating the number of shares to be transferred along with a stock power containing a medallion signature guarantee. A medallion signature guarantee is a special signature guarantee for the transfer of securities. It is a representation by the guarantor that the signature is genuine and the signer is an appropriate person with the legal capacity to sign. Your broker must also provide a Certificate of Incumbency or equivalent documentation indicating the signer of the stock power is an authorized person(s) for the broker. Upon receipt, AST will then credit such NBH shares to a new account in the beneficial owner’s name. The shares will be issued and held electronically in book entry form in the shareholder’s account.

Once the shares are credited to the shareholder’s AST account, AST will send a statement to the owner by postal mail confirming that the shares have been moved.

Transfer of Physical Certificated NBH Shares at AST

If you hold your shares in “street name,” your shares may be represented by a physical stock certificate. If so, in order to directly register such shares in your name, your broker will need to mail to AST the original stock certificate and a stock power containing a medallion signature guarantee with an instruction letter indicating the number of shares to be transferred to you as the registered shareholder. Upon receipt, AST will then transfer the shares to an account in your name as the registered owner in book-entry form.

Your broker may also instruct AST to return the physical stock certificate(s) to you and you will then be required to mail the physical stock certificate, a letter of instruction and a stock power containing a medallion signature guarantee to AST to deposit the shares represented by such certificate to a new AST account in your name as the direct registered shareholder. We recommend sending your certificate(s) either by registered or certified mail, return receipt requested and insured.  It is not necessary to endorse your certificates.  Since the method of delivery of all documents and certificates is at your risk, we strongly recommend that you insure your package for five percent (5%) of the current market value of the shares, which is the cost of a bond to have your certificates replaced if they are lost or stolen.  

Once the shares are credited into the shareholder’s AST account, AST will send a statement to the owner by postal mail confirming that the shares have been moved.

We recommend that you maintain your shares in book-entry form to minimize the risk of such certificate being lost, stolen or destroyed; however, you may request a share certificate for all or a portion of your book-entry shares at any time.  To request a certificate, you should contact AST.  A certificate for your full shares will be mailed to you.

None of the NBH common stock, subscription rights or Newco common stock is or will be traded on any securities exchange nor be eligible for electronic trading through DTC or any other established clearing corporation. There is no established public trading market for the shares of NBH common stock, the subscription rights being issued in this offering or the shares of Newco common stock, and NBH does not expect a market to develop for any of these securities.

If your shares are currently held in the name of a custodian for a retirement account and is expressly for your benefit as the beneficiary in AST’s books and records, such shares may be eligible to receive the subscription right if all the other conditions of eligibility are met. To determine whether your shares are held in a retirement account that meets the foregoing eligibility description, please contact your custodian. If your shares are held in a consolidated brokerage account with other retirement account holders, you may be required to remove the NBH shares from the retirement account to be transferred to you individually and then directly registered in your name with AST.  Anyone contemplating such a transfer should speak with their custodian and their tax advisor regarding the consequences of such an election.

The Registration Statement and the proposed subscription rights offering described in the Registration Statement are separate and apart from NBH’s Direct Offering Registration Statement filed in January 2023 and the proposed registered direct offering, which NBH may or may not pursue, described in NBH’s Direct Offering Registration Statement.  

As of August 1, 2023, NBH’s Direct Offering Registration Statement has not been declared effective by the SEC nor has such filing been withdrawn by NBH.

NBH has 500,000,000 authorized shares of common stock, par value $0.0001 per share, and as of July 21, 2023, NBH had 248,830,516 shares of common stock issued and outstanding. No assumptions should be made about the possible number of shares of Newco that may ultimately be outstanding upon any future exercise of subscription rights.

While the federal securities laws do not prohibit executives from making public comments about a public company’s business, financial condition or results of operations, any statements of executives or board members on behalf of their companies create risks, obligations and potential liability to the company, board and executives under the federal securities laws. To minimize these risks and obligations, the executives and board members of NBH have decided not to make public comments or grant interviews at this time on the advice of legal counsel. NBH will file current and periodic reports on the SEC’s EDGAR system (available at www.sec.gov) containing detailed information about the company, its business, assets, liabilities, risk factors, financial condition and results of operations. Additionally, NBH plans to voluntarily, publicly update investors regarding significant operational and corporate developments. To receive timely emails with respect to these corporate developments, please complete the Email Alert/Investor Form. NBH also plans to provide answers to frequently asked shareholder questions on this investor relations page of NBH’s website.

The Company filed a 10-K with the Securities and Exchange Commission on March 31, 2023. In this 10-K, the Company disclosed its plan for the Company and provided updates regarding its assets. It can be reviewed here: https://www.sec.gov/Archives/edgar/data/1936756/000119983523000181/nbh-10k.htm

No. NBH does not have any current plans to make a dividend or sell its assets. In order to make a dividend, NBH needs to materially increase its net profits or participate in a sale of its assets or other material transaction. NBH is not actively seeking to sell any of its assets and has not received any offers for its assets since the Spin-Off. NBH is focused on increasing the value of its oil and gas properties. As noted in NBH’s latest 10-K filed on May 15, 2023, NBH’s future plan and mission is to safely increase production and cash flow from our oil and natural gas properties which we believe are rich in opportunities through a disciplined allocation of capital and operational management for the benefit of our shareholders. Our business strategy is designed to accomplish this mission by focusing on two key objectives: (1) maximize the value of our assets; and (2) progress our discovered resources into proved reserves, production, and cash flow through efficient appraisal, development and exploitation. NBH believes there are three principal business processes that we must follow to enable our operations to be profitable. Each major business process offers the opportunity for a distinct partner or alliance as we grow. These processes are (i) investment evaluation and review, (ii) operations and field activities, and (iii) administrative and finance management. Please see NBH’s most recent 10-K and other NBH public filings discussing NBH’s business strategy, operations, current projects, and operations on this investor relations page of NBH’s website.

The number of wells that NBH has drilled and their production amounts are disclosed and updated in NBH’s periodic reports on the SEC’s EDGAR system containing detailed information about the company, its business, assets, liabilities, risk factors, financial condition and results of operations. You can review the most recent Form 10-Q filing.

Yes. Our list of record stockholders on file with AST includes well-known brokers. Under the terms of the Spin-Off, former holders of the MMTLP Series A Preferred Stock received on a one-for-one basis a share of common stock of NBH. The MMTLP Series A Preferred Stock was traded publicly on the OTC. Consequently, many of the beneficial owners of NBH’s common stock received their MMTLP Series A Preferred Stock through trades executed by a broker. Many owners of stock elect to have their brokers hold their stock for them.

Under NBH’s corporate governance documents, NBH’s obligation is to its record stockholders. The list of record stockholders is kept by AST, who serves as NBH’s transfer agent and registrar. When NBH needs to conduct a shareholder vote, NBH will use the record stockholder list and send the requisite information and forms to each record stockholder through a service provider. Some of those record stockholders will be brokers. The brokers will have a duty to communicate to any of their accounts that have beneficial ownership of NBH’s common stock. This is the typical and accepted practice when stock is held in street name.

NBH was a wholly owned subsidiary of Meta. NBH’s business was separately operated within Meta through its consolidated subsidiaries: Torchlight Hazel, LLC, a Texas limited liability company; Hudspeth Oil Corporation, a Texas corporation; Hudspeth Operating, LLC, a Texas limited liability company; and Torchlight Energy, Inc., a Nevada corporation. Each of these subsidiaries is currently a wholly owned subsidiary of NBH. The separation of NBH and its subsidiaries from Meta was effected through a dividend of all of the outstanding shares of common stock of NBH, or the NBH common shares, to the shareholders of Meta’s Series A Non-Voting Preferred Stock on a 1-for-1 basis. For additional information on the separation, see information disclosed under the heading “The Spin-Off” included in the Prospectus which may be obtained at www.sec.gov.

The record date for the spin-off or distribution was December 12, 2022.

The record date establishes who was eligible to receive the NBH common shares on the distribution date, which was December 14, 2022. If a shareholder held its Meta Series A Preferred Stock, or the MMTLP shares, at 5:00 p.m. E.T. on the record date, that shareholder was entitled to receive NBH common shares on a 1-for-1 basis on the distribution date. All MMTLP Series A Preferred Stock has been cancelled.

FINRA halted trading of the MMTLP Series A Preferred Stock prior to the start of the trading day on December 9, 2022. FINRA made an announcement related to its decision which is available on FINRA’s website and available through this link.

The distribution and transfer agent and registrar for the NBH common shares is American Stock Transfer & Trust Company (“AST”). For questions relating to the mechanics of the distribution or matters relating to the subsequent transfer of NBH common shares, you should review the Prospectus available at www.sec.gov and/or contact AST shareholder relations at:
‍
American Stock Transfer & Trust Company, LLC
ATTN: Operations Center, Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219

We expect it will take AST up to two weeks after the December 14, 2022 distribution date to complete the distribution of the NBH common shares. If you are a record holder (on the books of the NBH maintained by AST) of the MMTLP Series A Preferred Stock as of the December 12, 2022 record date, AST will mail statements of holdings to all registered stockholders after the distribution is complete. If you held MMTLP Series A Preferred Stock in “street name” through a broker, bank or other nominee, you should contact your broker or bank directly.

In the Prospectus related to the spin-off, we provided a description of the federal income tax consequences for our shareholders to provide to their tax return preparers regarding the treatment of the spin-off for federal income tax purposes. As noted in this description. each shareholder must apply to themselves a test to determine their own federal income tax consequences related to the spin-off. Further, Meta will provide the former Series A Preferred shareholders a Form 1099 with a valuation of the NBH common stock for your and your tax preparer’s consideration, but we would expect that to be done in conjunction with Meta completing its own corporate tax return at a date later this year. THE EVALUATION OF THE TAX CONSEQUENCES FOR EACH SHAREHOLDER IS EACH SHAREHOLDER’S OWN RESPONSIBILITY, AND ALL SHAREHOLDERS ARE STRONGLY ADVISED TO CONSULT WITH THEIR PROFESSIONAL TAX RETURN PREPARATION ADVISORS OR ACCOUNTANTS RELATED TO THE TAX CONSEQUENCES OF THEIR OWNERSHIP OF THE SERIES A PREFERRED STOCK IN META, INCLUDING WITHOUT LIMITATION, THE TAX CONSEQUENCES OF THE SPIN-OFF.

NBH is a private company insofar as its shares of common stock are not traded on a public stock exchange of any kind. NBH is, however, required to comply with public company periodic and current reporting requirements under the Securities Exchange Act of 1934. You can access all of the Company’s public filings on the Securities and Exchange Commission’s website or NBH’s website.

No. AST has issued 165,472,721 shares of NBH’s common stock, and AST has no authorization to issue any more shares than 165,472,721 shares. If a record holder has contacted AST to transfer shares to another party, then such record holder’s number of shares is reduced by the number of shares of transferred to another party. If any party made a claim to allotment to more shares than what it currently owns, it must result from an agreed upon transfer of NBH shares from a record stockholder and such record stockholder’s number of shares would be reduced accordingly.

No. In order to determine who received common stock of NBH, AST followed customary practice and used the list of record holders of MMTLP Series A Preferred Stock as of the 12/12/2022 record date of the Spin-Off. The former holders of MMTLP Series A Preferred Stock were not required to return their shares of the MMTLP Series A Preferred Stock in order to receive common stock of NBH. The shares of the MMTLP Series A Preferred Stock were cancelled per the terms of the Spin-Off. For additional information on the distribution of common shares of NBH and the cancellation of shares of MMTLP Series A Preferred Stock, see information disclosed under the heading “The Spin-Off” included in the Prospectus which may be obtained at www.sec.gov.

The Company filed a 10-K with the Securities and Exchange Commission on March 31,2023. In this 10-K, the Company disclosed its plan for the Company and provided updates regarding its assets. It can be reviewed here: Form 10-K

If you are charged a fee by your broker to transfer your NBH common shares to our transfer agent AST, then that fee is being charged by your broker and not by the Company. If you have a question about being charged a transfer fee, you should consult your broker and the agreement with your broker.

NBH stockholders who have any questions relating to NBH should direct their communications to: