Saturday 13th August 2022

META MATERIALS INC. Management’s Discussion and Analysis of Financial Condition and

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Management's Discussion and Analysis ("MD&A") of the financial condition and
results of the operations of Meta Materials Inc. ("META" or the "Company")
constitutes management's review of the factors that affected the Company's
financial and operating performance for the three and nine months ended
September 30, 2021. The condensed consolidated interim financial statements and
this Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the consolidated financial
statements and notes thereto for the year ended December 31, 2020 which are
contained in Form 8-K/A filed with the Securities and Exchange Commission, or
the SEC, on August 12, 2021. All financial information is stated in U.S. dollars
unless otherwise specified. The Company's condensed consolidated interim
financial statements are prepared in accordance with accounting principles
generally accepted in the United States, or U.S. GAAP.

Further information about the Company and its operations can be obtained from
the offices of the Company, from the Company’s website or on EDGAR at
www.sec.gov/edgar.shtml.


This MD&A contains certain forward-looking information and forward-looking
statements, as defined within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. (collectively referred to herein as "forward- looking statements").
These statements relate to future events or the Company's future performance.
All statements other than statements of historical fact are forward- looking
statements. Often, but not always, forward-looking statements can be identified
by the use of words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "continues", "forecasts", "projects", "predicts",
"intends", "anticipates" or "believes", or variations of, or the negatives of,
such words and phrases, or statements that certain actions, events or results
"may", "could", "would", "should", "might" or "will" be taken, occur or be
achieved. Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to differ
materially from those anticipated in such forward-looking statements. The
forward looking statements in this MD&A speak only as of the date of this MD&A
or as of the date specified in such statements.

This information includes, but is not limited to, comments regarding:


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the Company's business strategy;
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the Company's strategy for protecting its intellectual property;
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the Company's ability to obtain necessary funding on favorable terms or at all;
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the Company's plan and ability to secure revenues;
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the risk of competitors entering the market;
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the Company's ability to hire and retain skilled staff;
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the ability to obtain financing to fund future expenditures and capital
requirements;
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the Company's plans with respect to its new facility; and
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the impact of adoption of new accounting standards.

Although the Company believes that the plans, intentions and expectations
reflected in this forward-looking information are reasonable, the Company cannot
be certain that these plans, intentions, or expectations will be achieved.
Actual results, performance, or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking information contained
in this report. Disclosure of important factors that could cause actual results
to differ materially from the Company's plans, intentions, or expectations are
included in this report under the heading Risk Factors.



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Forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the Company's actual results, performance or
achievements to be materially different from any of its future results,
performance or achievements expressed or implied by forward- looking statements.
All forward-looking statements herein are qualified by this cautionary
statement. Accordingly, readers should not place undue reliance on forward-
looking statements. The Company undertakes no obligation to update publicly or
otherwise revise any forward looking statements whether as a result of new
information or future events or otherwise, except as may be required by law. If
the Company does update one or more forward-looking statements, no inference
should be drawn that it will make additional updates with respect to those or
other forward-looking statements, unless required by law.

This Report on Form 10-Q contains references to our trademarks and to trademarks
belonging to other entities. Solely for convenience, trademarks and trade names
referred to in this Report on Form 10-Q, including logos, artwork and other
visual displays, may appear without the ® or TM symbols, but such references are
not intended to indicate, in any way, that we will not assert, to the fullest
extent under applicable law, our rights or the rights of the applicable licensor
to these trademarks and trade names. We do not intend our use or display of
other companies' trade names or trademarks to imply a relationship with, or
endorsement or sponsorship of us by, any other companies.

OVERVIEW


Meta Materials Inc. (the "Company" or "META" or "Resulting Issuer") is a smart
materials and photonics company specializing in metamaterial research and
products, nanofabrication, and computational electromagnetics. The Company's
registered office is located at 85 Swanson Road, Boxborough, Massachusetts 01719
and its principal executive office is located at 1 Research Drive, Halifax, Nova
Scotia, Canada.

Business combinations

On December 14, 2020, Torchlight Energy Resources, Inc. ("Torchlight") and its
subsidiaries, Metamaterial Exchangeco Inc. (formerly named 2798832 Ontario Inc.,
"Canco") and 2798831 Ontario Inc. ("Callco"), entered into an Arrangement
Agreement (the "Arrangement Agreement") with MMI to acquire all of its
outstanding common stock by way of a statutory plan of arrangement (the
"Arrangement") under the Business Corporations Act (Ontario), on and subject to
the terms and conditions of the Arrangement Agreement (the "Torchlight RTO"). On
June 25, 2021, Torchlight implemented a reverse stock split, changed its name
from "Torchlight Energy Resources, Inc." to "Meta Materials Inc." and changed
its trading symbol from "TRCH" to "MMAT". On June 28, 2021, following the
satisfaction of the closing conditions set forth in the Arrangement Agreement,
the Arrangement was completed.

On June 28, 2021, and pursuant to the completion of the Arrangement Agreement
completion, the Company began trading on the NASDAQ under the symbol “MMAT”
while MMI common stock were delisted from the Canadian Securities Exchange
(“CSE”) and at the same time, Metamaterial Exchangeco Inc., a wholly-owned
subsidiary of META, started trading under the symbol “MMAX” on the CSE.


For accounting purposes, the legal subsidiary, MMI, has been treated as the
accounting acquirer and the Company, the legal parent, has been treated as the
accounting acquiree. The transaction has been accounted for as a reverse
acquisition as per ASC 805. Accordingly, the information disclosed in the
financial statements as well as the MD&A is a continuation of MMI's financial
statements and MD&A.

Prior to the Torchlight RTO, on March 5, 2020, Metamaterial Inc. (formerly known
as Continental Precious Minerals Inc., "CPM") and Metamaterial Technologies Inc.
("MTI") completed a business combination by way of a three-cornered amalgamation
pursuant to which MTI amalgamated with Continental Precious Minerals Subco Inc.
("CPM Subco"), a wholly owned subsidiary of CPM to become "Metacontinental Inc."
(the "RTO"). The RTO was completed pursuant to the terms and conditions of an
amalgamation agreement dated August 16, 2019, between CPM, MTI and CPM Subco, as
amended March 4, 2020. Following completion of the RTO, Metacontinental Inc.
carried on the business of the former MTI, as a wholly-owned subsidiary of CPM
and changed its name effective February 3, 2021 to "Metamaterial Technologies
Canada Inc.". In connection with the RTO, CPM changed its name effective March
2, 2020, from Continental Precious Minerals Inc. to Metamaterial Inc.. The
common stock of CPM were delisted from the TSX Venture Exchange on March 4,...

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