Investors

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.

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