In connection with the Transaction, Torchlight and Metamaterial respectively obtained fairness opinions. Entry into a transaction will be subject to satisfactory completion of due diligence by both parties, negotiation of a Definitive Agreement and audits of Torchlight and META. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Metamaterial does not undertake any obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events, or otherwise. THIS CAN EXPLODE! Over the past years he has forged partnerships with global brands, enabling MTI to develop and lead new technologies. These statements may be identified by words such as "estimates," "anticipates," "projects," "plans," "strategy," "goal," or "planned," "seeks," "may," "might", "will," "expects," "intends," "believes," "should," and similar expressions, or the negative versions thereof, and which also may be identified by their context. As a result, META has won a number of industry awards and federal government grants for its pioneering work, including being named among the "2019 Global Cleantech 100", by Cleantech Group. The closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including approvals by NASDAQ and the Canadian Securities Exchange (“CSE”), Canadian court approval, and approval by the shareholders of both companies. According to a news release, Metamaterial intends to use about half of the $10-million from Torchlight Energy Resources on its high-performance materials and nanocomposite products. “It has been our goal for META to be a NASDAQ-listed company,” stated George Palikaras, President & CEO of Metamaterial. Metamaterials Technologies, known as META (MMATF:US MMAT:CAN) is currently trading at $2.66 as of 02.27.2021. Prior to closing, all debt of Torchlight is to be converted into common stock or repaid in full, excepting senior secured debt that may alternatively be modified such that the debtholders’ sole recourse in respect thereof will be against Torchlight’s pre-closing oil and gas assets. The remainder of the funds will aid corporate business, including working capital and costs linked to the proposed Torchlight merger. Metamaterial Only Wants To Merge With Torchlight For The Nasdaq Listing. 10.11 Opalux, Inc. 10.12 Phoebus Optoelectronics, LLC. Torchlight and Metamaterials may have a merger date now... Close. Additional details will be announced if and when a Definitive Agreement is reached. “We believe this Transaction provides our shareholders with the best opportunity moving forward. REUTERS: Fitbit Inc has completed its merger with Alphabet Inc's Google, the companies said on Thursday. Torchlight Energy Resources (NASDAQ:TRCH) and Metamaterial Inc. () enters into a non-binding LOI. Metamaterial’s CEO, George Palikaras will be appointed CEO of the combined company, along with the appointment of Kenneth L. Rice as CFO and Executive Vice President. Arrangement Resolution for Business Combination Transaction was ApprovedHALIFAX, NS / ACCESSWIRE / March 12, 2021 / Metamaterial Inc. (the "Company" or "META") (CSE:MMAT) a developer of … It is intended to reposition Torchlight into the multi-billion-dollar Advanced Materials market1 as … No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Torchlight Energy Resources, Inc. (TRCH), based in Plano, Texas, is a high growth oil and gas Exploration and Production (E&P) company with a primary objective of acquisition and development of domestic oil fields. Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. Although the management of META believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. PLANO, Texas and HALIFAX, NS, Feb. 22, 2021 /CNW/ - Torchlight Energy Resources, Inc. (NASDAQ: TRCH), an oil and gas exploration company ("Torchlight") and Metamaterial Inc. ("META") (CSE: MMAT), a developer of high-performance functional materials and nanocomposites, announced today that, in accordance with the terms of the previously announced Arrangement Agreement (the … Visit our new website to learn more! These documents, once available, can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov). http://bit.ly/2VLGGej. Torchlight has engaged Roth Capital Partners as financial advisor in connection with the transaction. That's how both characterized a deal announced Tuesday that would merge Texas oil and gas explorer Torchlight Energy Resources Inc. and Metamaterial Inc. of Halifax. . Merger News: Torchlight and Metamaterial Extend LOI, Continue to Work Towards Definitive Agreement. "We recognize the significant value in having a national exchange listing in the United States that will provide META with better access to the capital markets," commented George Palikaras, Metamaterial's President and Chief Executive Officer. NEX-CZQ.H. The remainder of the funds will aid corporate business, including working capital and costs linked to the proposed Torchlight merger. We are META! This press release contains forward-looking statements 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, which are intended to be covered by the “safe harbor” created by those sections. Upon completion of the Transaction, shareholders of Metamaterial are expected to hold an approximate 75% equity interest in the combined company while Torchlight shareholders will retain an approximate 25% equity interest in the combined company, … About Metamaterial Inc. META delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing sustainable, highly functional materials. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. The combined company, formerly known as Torchlight Energy Resources, Inc., will change its name and focus its business to align with the current business of Metamaterial. Information concerning the interests of Torchlight’s and Metamaterial’s participants in the solicitation, which may, in some cases, be different than those of Torchlight’s and Metamaterial’s equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available. Special Dividend Intended to be Issued to Torchlight Shareholders at Closing. Metamaterial Inc. has agreed to merge with an American company that will provide it with a listing on the Nasdaq stock exchange and at least US$10 million (C$13.3 million) in new financing.. Metamaterial Inc. The following is a summary of the key terms of the pending Transaction as contemplated by the Arrangement Agreement. "In order to unlock value potential from our national listing and access to the capital markets, we shifted some attention from the divestiture of our oil and gas assets to an acquisition strategy targeting proven disruptive technology companies with strong environmental, social and governance (ESG) priorities. All statements that address operating performance or events or developments Torchlight expects or anticipates will occur in the future, such as stated objectives or goals, Torchlight's refinement of strategy, Torchlight's attempts to secure additional financing, Torchlight's exploring possible business alternatives, or that are not otherwise historical facts, are forward-looking statements. — Metamaterial Inc. (@Metamaterialtec) February 22, 2021. “We are very excited to sign the definitive agreement with Metamaterial,” stated John Brda, Torchlight’s CEO. META has a growing patent portfolio and is currently developing new materials with diverse applications in concert with companies in the automotive, aerospace, energy, consumer electronics and medical industries. Pursuant to the LOI, both Torchlight and META are prohibited from directly or indirectly soliciting or participating in any discussions regarding a sale of their business until. The Proposed Transaction represents a strategic shift for Torchlight. META has an extensive intellectual property portfolio, a global presence and multiple R&D and product development agreements with government agencies and private enterprises. Investor inquiries: Mark Komonoski, Director Capital Markets and IR, Metamaterial Inc., 877-255-8483, mark@metamaterial.com. Metamaterial offers proven disruptive technology with strong environmental, social and governance (ESG) priorities. Upcoming catalysts – merger vote, up-listing to NASDAQ, access to large capital markets and scaled production. The remainder will be used for general corporate purposes including working capital and merger related costs. ... 10.5 Metamaterial Technologies, Inc. 10.6 Mediwise. Copyright © 2021 CNW Group Ltd. All Rights Reserved. This ownership split assumes that the Combined Company has financing of USD, The Combined Company shall use its commercially reasonable efforts to cause the Torchlight oil and gas assets to be sold by. This transaction will enhance our ability to pursue a broad range of opportunities and attract additional world-class talent. Roth Capital Partners underwrote the offering. There can be no assurance that the parties will reach agreement on the terms of definitive agreements or that the Proposed Transaction will be completed as currently contemplated or at all. META is headquartered in Dartmouth, Nova Scotia and has offices in London, UK and Pleasanton, California. The following is a summary of the key terms of the Proposed Transaction as contemplated by the LOI. This may be the longest DD you’ve ever read primarily because it is three DDs in one. Torchlight urges you to consider those risks and uncertainties in evaluating its forward-looking statements. For additional information on META, please visit www.metamaterial.com, This release includes forward-looking information within the meaning of Canadian securities laws regarding Metamaterial and its business, which may include, but are not limited to, statements with respect to the terms and anticipated timing of the proposed transaction, the intention to raise equity capital, the potential continued listing on the NASDAQ and the benefits thereof, the disposition of Torchlight’s oil and gas assets, the approval of the Transaction by the shareholders of Metamaterial, the business strategies, product development and operational activities of Metamaterial and Torchlight. Although META has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. While Torchlight's refinement of strategy management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. Why It's Important: Metamaterial is in multiple emerging markets including energy, MRIs and EVs. META is changing the way we use, interact with, and benefit from light and other forms of energy. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. Following the Closing of the Transaction the board of directors of the combined company shall be comprised of 7 members (a) one of whom shall be appointed by Torchlight , subject to the approval of META and (b) one of whom shall be jointly agreed to by META and Torchlight . Torchlight and Metamaterial urge investors, Shareholders and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the proposed business combination transaction. The letter of … Torchlight will loan to Metamaterial an additional US$500,000, in exchange for an unsecured promissory note in substantially the same form as the 8% unsecured convertible promissory note that evidences Torchlight’s loan to Metamaterial of US$500,000 on September 20, 2020. Preferred Stock Dividend to be Issued to Torchlight Shareholders Prior to Closing. Holders of Exchangeable Shares will be entitled to cast votes on matters for which holders of Torchlight common stock are entitled to vote and will be entitled to receive dividends that are economically equivalent to the dividends declared by Torchlight with respect to its common stock. META is changing the way we use, interact and benefit from light. For additional information on Torchlight, please visit www.torchlightenergy.com. News.
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