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For further information: Investor Relations and Media Contacts: Graham Farrell, Harbor Access LLC (416) 842 9003 Graham.Farrell@HarborAccessllc.com, Mark Komonoski, Director Capital Markets and IRMetamaterial Inc. 877-255-8483 mark@metamaterial.com, Torchlight Derek Gradwell Integrous Communications 512-270-6990 dgradwell@integcom.us, ir@torchlightenergy.com, Metamaterial Inc. About Metamaterial Inc. META is changing the way we use, interact and benefit from light. Torchlight’s Shareholders will also be able to obtain a copy of such documents, without charge, by directing a request to: John A. Brda, President of Torchlight Energy Resources, Inc., 5700 W. Plano Parkway, Suite 3600, Plano, Texas 75093; e-mail: john@torchlightenergy.com. META's portfolio comprises 28 patent families, 19 of which are granted. Over the past years he has forged partnerships with global brands, enabling MTI to develop and lead new technologies. “When the business combination with Torchlight closes, obtaining a national exchange listing in the United States is anticipated to provide META with significant value and increased access to global capital markets.”, “This Transaction will expand our business’ reach and attract additional world-class talent. 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, subject to the pre-closing financing described below. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and electromagnetic waves. Such statements are based on the current expectations and views of future events of the management of META and are based on assumptions and subject to risks and uncertainties. The remainder of the funds will aid corporate business, including working capital and costs linked to the proposed Torchlight merger. 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. 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. Metamaterials derive their properties … News. Many of META's functional materials and metamaterials are designed to increase the efficient use of light and other energy forms. Except as otherwise required by the federal securities laws, Torchlight disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in Torchlight's expectations with regard thereto, or any change in events, conditions, or circumstances on which any such statement is based. META is headquartered in Halifax, Nova Scotia and has R&D and Sales offices in London, UK and Silicon Valley. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Torchlight’s directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 16, 2020. Roth Capital Partners underwrote the offering. Certain stockholders of each of Torchlight and Metamaterial have executed customary voting and support agreement pursuant to which persons representing approximately 16% of Torchlight’s and approximately 48% of Metamaterial’s outstanding voting power have agreed to vote in favor of the Transaction, subject to customary applicable terms. META has engaged Hamilton Clark as financial advisor on its behalf. User account menu. This Proposed Transaction is the first step in that effort, providing our shareholders with access to the multi-billion-dollar target market and new applications that are being revolutionized with sustainable technologies, while allowing them to participate in the future upside from our oil and gas asset divestitures. META has also partnered with Lockheed Martin and the Canadian Government's Sustainable Development Technology Canada (SDTC) fund to develop metaSOLARTM a new solar energy product suitable for the transportation industry. 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. The purpose of the merger is only so Metamaterial can be listed on the Nasdaq. Metamaterial offers proven disruptive technology with strong environmental, social and governance (ESG) priorities. - 1 billion outstanding shares - 10% short - declining sales growth for the past 3 years (50+% last year). META's innovations have been reported in popular technology magazines such as Wired.com "Bizarre New Materials Could Make Bendy Phones That Work" and the Financial Times which listed the category of metamaterials in their "50 Ideas To Change The World" in a special annual report. It is intended to reposition Torchlight into the multi-billion-dollar Advanced Materials market1 as a global cleantech and technology leader. There can be no assurances that the Transaction will be consummated. March 2, 2021 Read More. A Cision company. 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. 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 . They get immediate access to the NASDAQ upon merger and every Index fund in the U.S. now starts buying their stock, as well as, stock analysts who understand MMATF's potential growth. "During the past six months the oil and gas market has softened due to the economic slowdown resulting from the pandemic," stated John Brda, Torchlight's CEO. Special Dividend Intended to be Issued to Torchlight Shareholders at Closing. 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. Metamaterial Inc. Metamaterials Technologies, known as META (MMATF:US MMAT:CAN) is currently trading at $2.66 as of 02.27.2021. 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. ; Pursuant to LOI, TRCH to acquire 100% of META and to … About Metamaterial Inc. META is changing the way we use, interact and benefit … The Proposed Transaction remains subject to completion of a due diligence review by each party and negotiation of definitive agreements and the structure may change due to tax or other transaction considerations. Metamaterial shareholders may elect to receive either shares of Torchlight common stock or shares of a Canadian subsidiary of Torchlight, which will be exchangeable into Torchlight common stock (the “Exchangeable Shares”). In 2020 to date, META has been granted 11 new patents. 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. META has an extensive intellectual property portfolio, a global presence and multiple R&D and product development agreements with government agencies and private enterprises. Post from CEO of Metamaterial saying first step of merger is complete. About Metamaterial Inc. META is changing the way we use, interact and benefit from light. PLANO, TX and HALIFAX, NS / ACCESSWIRE / December 14, 2020 / Torchlight Energy Resources, Inc. (NASDAQ:TRCH), an oil and gas exploration company ("Torchlight") and Metamaterial Inc. ("Metamaterial" or "META") (CSE:MMAT), a developer of high-performance functional materials and nanocomposite products, announced today the signing of a definitive agreement for a business … Merger News: Torchlight and Metamaterial Extend LOI, Continue to Work Towards Definitive Agreement. The proxy statement/prospectus will be mailed to Torchlight’s Shareholders. Except as otherwise required by the federal securities laws, Torchlight disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in its expectations with regard thereto, or any change in events, conditions, or circumstances on which any such statement is based. PLANO, TX and HALIFAX, NS / ACCESSWIRE / December 15, 2020 / Torchlight Energy Resources, Inc. (NASDAQ:TRCH), an oil and gas exploration company ("Torchlight") and Metamaterial Inc. ("Metamaterial" or "META") (CSE:MMAT), a developer of high-performance functional materials and nanocomposite products, announced today that they have released a webcast presentation providing … Upon closing, these two bridge loans, including the aggregate principal and unpaid interest, are to be included in, and credited against, the $10 million pre-closing financing described above, with such notes to be deemed cancelled and paid in full. Log In Sign Up. This is my initial research on Metamaterial Technologies, Torchlight Energy and their upcoming reverse merger. and unknown risk factors and uncertainties affecting the companies, including risks regarding the ability of the parties to close the proposed transaction, the ability of the parties to raise necessary equity capital, approval of the transaction and continued listing by the NASDAQ, approval of the Canadian Securities Exchange, receipt of shareholder approval and required third party and regulatory consents, the risk that Torchlight may not be able to dispose of its oil and gas assets on favorable terms or at all, risks related to the technology industry, market strategic and operational activities, and management’s ability to manage and to operate the business. 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. There can be no assurances that a transaction will be consummated as a result of the LOI. All statements that address operating performance or events or developments Torchlight Energy Resources expects or anticipates will occur in the future, such as stated objectives or goals, our refinement of strategy, our attempts to secure additional financing, our exploring possible business alternatives, or that are not otherwise historical facts, are forward-looking statements. META is changing the way we use, interact and benefit from light. Torchlight has engaged Roth Capital Partners as financial advisor and Stikeman Elliott LLP and K&L Gates LLP as legal advisors, and Metamaterial has engaged Hamilton Clark and Cormark Securities as financial advisors and Fasken Martineau DuMoulin LLP and Wilson Sonsini Goodrich & Rosati P.C. About Metamaterial Inc. META delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing sustainable, highly functional materials. Such statements are based on the current expectations and views of future events of the management of Metamaterial and are based on assumptions and subject to risks and uncertainties. This transaction will enhance our ability to pursue a broad range of opportunities and attract additional world-class talent. 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. Neither META or Torchlight has incurred any finder’s fees in association with this transaction. PENNY STOCK MERGER! Additional Information and Where to Find It. HALIFAX, NS / ACCESSWIRE / March 12, 2021 / Metamaterial Inc. (the "Company" or "META") (CSE:MMAT) a developer of high-performance functional materials and … 10.7 Kymeta Corporation. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the ability of the parties to reach agreement on definitive agreements, the ability of the parties to raise necessary equity capital, approval of the transaction and continued listing by the NASDAQ, approval of the Canadian Securities Exchange, receipt of shareholder approval and required third party and regulatory consents, the risk that Torchlight may not be able to dispose of its oil and gas assets on favorable terms or at all, risks related to the technology industry, market strategic and operational activities, and management's ability to manage and to operate the business. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and META 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. These documents, once available, can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov). All statements in this release that are not based on historical fact are “forward looking statements.” 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. The remainder will be used for general corporate purposes including working capital and merger related costs. 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. 1 Research Drive / Dartmouth / Nova Scotia / Canada / B2Y 4M9, Tel: 1-902-482-5729 Our extensive technology platform enables leading global brands to deliver breakthrough products to their customers in consumer electronics, 5G communications, health and wellness, … Although the management of Metamaterial believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Visit our new website to learn more! “We believe this Transaction provides our shareholders with the best opportunity moving forward. Prior to closing, Torchlight must raise gross proceeds of at least $10 million through the issuance of common stock or securities convertible into or exercisable for common stock, less the value of loans Torchlight has made to Metamaterial. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. About Metamaterial Inc. META is changing the way we use, interact with, and benefit from light and other forms of energy. In connection with the Transaction, Torchlight and Metamaterial respectively obtained fairness opinions. In 2012, he received the Goldman Sachs 10,000 Small Businesses program for CEO’s with the highest growth potential and Frost & Sullivan’s 2014 Glob… PLANO, Texas & HALIFAX, Nova Scotia, Sept. 21, 2020 /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 nanocomposite products, announced today the execution of a non-binding letter of intent ("LOI", signed on September 15, 2020), for Torchlight to acquire 100% of META and to divest within the first half of 2021 Torchlight's oil and gas assets for the benefit of Torchlight's legacy shareholders (the "Proposed Transaction"). Why It's Important: Metamaterial is in multiple emerging markets including energy, MRIs and EVs. Press question mark to learn the rest of the keyboard shortcuts. The general public -- mostly retail investors -- own 52% of Metamaterial. 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. In 2018 META was awarded "Best New Product in Commercial Aviation" by Aviation Week Network at the 63rd Annual Laureate Awards, for metaAIR®, a Laser Strike Protection solution to protect pilots from harmful laser attacks without interfering with visibility. 10.8 Nanohmics, Inc. 10.9 Multiwave Technologies AG. Torchlight has assets focused in West and Central Texas where their targets are established plays such as the Permian Basin. The META Note is for a 24-month term and bears interest at 8%, with principal and interest due in a lump sum at maturity. META has a total of 52 granted and 37 pending patent applications, including 26 in the United States and 63 in 18 other countries around the world. All statements in this release that are not based on historical fact are "forward looking statements." That process has been ongoing since last year, and directly ties in with Metamaterial's goal of … "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. They are made from assemblies of multiple elements fashioned from composite materials such as metals or plastics. Looking like March 12 for merger date? Metamaterial Inc. (CSE:MMAT) is a smart materials and photonics company working to improve the ways we interact with and benefit from light. General Public Ownership. I will be updating this tomorrow after speaking with the CEO of META George Palikaras. THIS CAN EXPLODE! Metamaterial Inc. That process has been ongoing since last year, and directly ties in with Metamaterial's goal of … META is changing the way we use, interact with, and benefit from light and other forms of energy. META is an award winning Global Cleantech 100 company with products that support sustainability by doing more with less; they encompass lightweight, sustainable raw materials and processes which consume less energy and offer more performance. 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. Torchlight Energy Resources : and Metamaterial Agree to Merger. 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. Torchlight and Metamaterial will be combined such that at closing, the former equity holders of Torchlight would own approximately 25% of the combined company with the former equity holders of Metamaterial owning the remaining approximately 75% of the combined company. NEX-CZQ.H. To learn more visit www.metamaterial.com. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements as a result of various factors, including risks associated with Torchlight’s ability to obtain additional capital in the future to fund planned expansion, the demand for oil and natural gas which demand could be materially affected by the economic impacts of COVID-19 and possible increases in supply from Russia and OPEC, the proposed business combination transaction with Metamaterial, general economic factors, competition in the industry and other factors that could cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Since 2011, approximately CAD $60MM has been invested in META, yielding a sizable IP portfolio. The metamaterials market was valued at USD 396.1 million by 2017, growing with 22.3% CAGR during the forecast period, 2018-2025.. Metamaterial is a metal–dielectric artificial composite media that gains electrical properties from its structure rather than from the … 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. Torchlight to acquire META through the issuance of common stock, such that at closing, the former equity holders of Torchlight would own 25% of the combined company (the "Combined Company") with the former equity holders of META owning the remaining 75% and META becoming a wholly-owned subsidiary of Torchlight. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and electromagnetic waves. | Torchlight Energy Resources, Inc. (TRCH) + Metamaterial Inc. - YouTube. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known. With the previously announced Arrangement Agreement between Torchlight and Meta under which Torchlight and Meta will complete a business merger, Torchlight will use the net funds for general business purposes and provide Metamaterial Inc. with $5 million in additional bridge financing. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. Metamaterial Adds Three Senior Executives in Key Functions to Support Continued Global Business Expansion. If a Definitive Agreement is entered into, it is expected that the closing of a transaction will include customary closing conditions, including NASDAQ and CSE approval and approval by the shareholders of both companies, in addition to the closing conditions described above. For further information: Investor Relations and Media Contacts, Torchlight: Derek Gradwell, Managing Partner, Integrous Communications, Phone: 512-270-6990, [email protected], [email protected]; META: Media Inquiries: Graham Farrell, Harbor Access LLC, (416) 842 9003, [email protected]; Investor inquiries: Mark Komonoski, Director Capital Markets and IR, Metamaterial Inc., phone: 1-877-255-8483, [email protected]. 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. 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. Metamaterials Market Size Worth USD 3.61 Billion By 2027 | CAGR of 23.6%: Emergen Research - The growing demand for advanced materials in … 10.13 Plasmonics, Inc. 10.14 Tera view. I'm relatively new to the game, perhaps I'm missing something. Continental Signs Definitive Agreement with Metamaterial Technologies Inc. in Connection with Reverse Takeover Transaction News provided by . 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, … 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. 12/14/2020 | 07:43am (MT Newswires) -- Shares of Torchlight Energy Resources (TRCH) rose 17% in premarket trading on Monday after the Texas-based oil and gas company said it had agreed to merge with Metamaterial, a developer of functional materials and nanocomposite products. 88. Phone: 1-877-255-8483 mark@metamaterial.com. About Metamaterial Inc. (META) META is changing the way we use, interact with, and benefit from light and other forms of energy. In 2013 Metamaterial Technologies USA, Inc (formerly Rolith Inc and now META's subsidiary in Silicon Valley) received "Best Manufacturing Technology" award at the tenth annual IDTechEx printed electronics industry event. Torchlight and Metamaterials may have a merger date now... https://www.linkedin.com/posts/georgepalikaras_metamaterial-obtains-interim-order-for-plan-activity-6764633669404508161-bHdF. Torchlight cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. 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. — Metamaterial Inc. (@Metamaterialtec) February 22, 2021. If the merger doesn't go through, Torchlight is only worth their assets." Not only will their loyalty be rewarded with ownership in Metamaterials, they will also retain full value in our oil and gas assets through the Special Dividend.". PLANO, Texas and HALIFAX, NS, Nov. 30, 2020 /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 nanocomposite products, announced today the extension of the non-binding letter of intent to December 11, 2020. Accordingly, readers should not place undue reliance on any forward-looking statements or information. . “NASDAQ is the world’s premier technology exchange, providing us with the best platform to expand awareness of Metamaterial on the global stage and fully realize the value of our portfolio of innovative, sustainable products.” commented Ram Ramkumar, Metamaterial’s Chairman. TORONTO, Aug. 16, 2019 /CNW/ – Continental Precious Minerals Inc. (“Continental” or the “Company“) is pleased to announce that, pursuant to a previously announced letter of intent, it has entered into an amalgamation agreement (the “Amalgamation Agreement“) with Metamaterial Technologies Inc. (“Metamaterial“), a Nova Scotia-based developer of smart materials … 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. News . About Metamaterial Inc. META is changing the way we use, interact with, and benefit from light and other forms of energy. 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.. Investor inquiries: Mark Komonoski, Director Capital Markets and IR, Metamaterial Inc., 877-255-8483, mark@metamaterial.com. Torchlight will declare a dividend of preferred stock to its common shareholders on the record date, with such dividend being payable immediately prior to closing of the Transaction. 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. Torchlight shareholders on the record date will be entitled to receive a preferred stock dividend, payable immediately prior to the closing of the Transaction, that entitles them to their pro rata share of any proceeds resulting from any sale of Torchlight’s oil and gas assets that occurs on the earlier of December 31, 2021 or six months from the closing of the Transaction, and, after such time if such sales are not complete, will be entitled to receive a pro rata equity interest in a spin-off entity that holds Torchlight’s remaining oil and gas assets, subject to certain conditions. REUTERS: Fitbit Inc has completed its merger with Alphabet Inc's Google, the companies said on Thursday. Copyright © 2021 CNW Group Ltd. All Rights Reserved. We are META! Looking forward to March 12th. The letter of … Although the management of META believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. It is intended to reposition Torchlight into the multi-billion-dollar Advanced Materials market1 as …