META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. The Combined Company, formerly known as Torchlight Energy Resources, Inc., will at closing focus its business to align with the current business of META. We are very excited to sign the definitive agreement with Metamaterial, statedJohn Brda, Torchlights CEO. Neither META or Torchlight has incurred any finders fees in association with this transaction. The assets of Torchlight energy include three project sites, an experienced management team, access to capital, and a NASDAQ listing. Torchlight announced Friday that its. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known. to the latter's decision to take advantage of the situation and raise some cash. Following the closing of the Transaction, the board of directors of the combined company will be comprised of 7 members, one of whom is to be appointed by Torchlight, a second to be jointly appointed by Metamaterial and Torchlight and the remaining 5 to be appointed by Metamaterial. 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. Prior to closing, Torchlight must raise gross proceeds of at least$10 millionthrough the issuance of common stock or securities convertible into or exercisable for common stock, less the value of loans Torchlight has made to Metamaterial. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. 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. The company stated that it believes it will be positioned to capture a significant portion of this market by being able to mass manufacture, on a cost-effective basis, the required holographic optical components for the augmented reality smart glasses market. There are no shares of Torchlight available for borrowing. TRCH shareholders will get 25% of the combined company, which at MMATF's market cap, puts TRCH's current value at 35c per share, assuming its assets are worthless. Investors appear to be responding to rumors about the company working with Tesla. Like I explained in my article on KULR Technology Group (KULR), this is what I like to see in a startup a rapidly growing market and great products and partnerships. I am long in TRCH at 36K shares and long in MMATF at 60K shares. Torchlight urges you to consider those risks and uncertainties in evaluating its forward-looking statements. Date announced Permian deal Value per acre (USD), March 2018 Concho Resources-RSP Permian $75,504, August 2018 Diamondback Energy-Ajax Resources $33,008, July 2019 Callon Petroleum-Carrizo Oil & Gas $16,547, December 2019 WPX Energy-Felix Energy $11,965, October 2020 ConocoPhillips-Concho Resources $10,471, Plunging shale acreage values may create a new Permian M&A wave 11.12.2020, 2021 Oil and Gas M&A Outlook | Deloitte US. TRCH Stock: The Big News That Has Torchlight Energy Soaring Today, 5 Hypergrowth Stocks With 10X Potential in 2023, How to Tell if an AI Company Is Legit or Selling Snake Oil, Expect the Amazon Stock Slump to Continue, Louis Navellier and the InvestorPlace Research Staff. Several of the videos on Torchlight have over 50,000 views each. Metamaterial wants a clean balance sheet for the merger to happen, it has nothing to do with freeing up the debt for TRCH's oil and gas projects. Torchlight stock closed at $4.95 a share Friday, and Meta Material. You can view it here. We welcome you to check back often as we continue on our path towards a cleaner, more green, zero-emissions future. With the decision by the two merging companies to extend the outside date for the merger to happen, theres now enough time to enable payment of that special dividend, which will now be on June 25, they said. Torchlight legacy shareholders will be entitled to a distribution of any values attributable to the sale of Torchlight's existing oil and gas business asset (net of Torchlight's debt, and closing expenses incurred in connection with such sale, subject to a 10% holdback to be held for a 12 month period to address any potential liabilities relating to the sale of the oil and gas assets of TRCH's pre-closing business). Although the management of META believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. EMI shielding market projected to be valued at 6.8Bn in 2020 9.2B by 2025 CAGR 6.3% 2020-2025 Source: (Research and Markets). These will be ultra-thin, light, flexible, can be applied to flat or curved surfaces and will be able to add onboard power and charging. I view it as likely since there are no shares available for short-selling as of the time of writing, according to data from Fintel. Combine this sector with other markets like advanced materials, IoT, medical, energy, aerospace, and automotive markets, and the market opportunity grows beyond $3 trillion. META has engaged Hamilton Clark as financial advisor on its behalf. "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. 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. There can be no assurances that a transaction will be consummated as a result of the LOI. If the dividend or share buyback yield is high - even better. Torchlight Energy (TRCH) is currently trading at $2.48, with a 356.15m market cap, 143.61m shares. that it inked an agreement with a fund named Lincoln Park Capital to sell shares for up to $20.8 million. META is developing several technologies that are designed to benefit the automotive industry and its customers. I am not receiving compensation for it (other than from Seeking Alpha). For further information: Investor Relations and Media Contacts: Graham Farrell, Harbor Access LLC (416) 842 9003[emailprotected], Mark Komonoski, Director Capital Markets and IRMetamaterial Inc. 877-255-8483[emailprotected], Torchlight Derek Gradwell Integrous Communications 512-270-6990[emailprotected],[emailprotected], Meta Materials Inc. 1125 N. Charles St, Baltimore, MD 21201. In its own words, the firm specializes in the design and manufacturing of complex films and other materials called metamaterials, which can manipulate and utilize light and other forms of energy. 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. META's products are designed and manufactured with environmental sustainability as a high priority. 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. Metamaterial has some interesting products at the moment. HALIFAX, NS / ACCESSWIRE / August 5, 2021 / Meta Materials Inc. (the "Company" or "META ") (NASDAQ:MMAT . Eg Tesla (TSLA). 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. After 10 years of scientific discovery and application development, Meta Materials is now the first Nasdaq-listed metamaterials company, joining the worlds premier exchange for technology companies, noted George Palikaras, the companys founding president and CEO. Ahead of the merger, Torchlight paid the special Series A Preferred Stock dividend on a 1-for-1 basis to its stockholders of record on June 24. An entity owned by Greg McCabe, Torchlight's Chairman, provided a bridge loan to Torchlight for USD $1.5 Million with a conversion feature of $.375 per common share of Torchlight. I think the main risk for the bear case is a second short squeeze, like what happened at GameStop in March. Opening a small short position on the CSE could be a good idea. As well as the conversion of the company's debt to equity. Please. The last major purchase in the Permian Basin was in October 2020 when Conoco Phillips acquired Concho Resources in a $9.7 BN all stock transaction, adding 550,000 acres in the Permian basin and 200,000 b/d. Jun. Article printed from InvestorPlace Media, https://investorplace.com/2021/06/trch-stock-the-big-news-that-has-torchlight-energy-soaring-today/. Ultimately, the deal is worth over $70 million.. After the merger is complete META will be the company name and it will be listed on the NASDAQ. But . Copyright 2023 InvestorPlace Media, LLC. Torchlight investors will get, non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. Once the two companies combine, it will just be Metamaterial. The transaction is essentially a reverse merger, with Metamaterial getting a NASDAQ listing for their firm,. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. As of the close of 2/16/21, Metamaterial was worth $3.01 CAD x 83.6M shares outstanding = $251.6M CAD. TRCH has risen as much as 400% since the beginning of the year, and has doubled over the last week. valued at much less. META has a growing patent portfolio with three core. Note that the company isn't promoting the business itself, but this is being done by a significant number of retail investors and traders. PLANO, TX and HALIFAX, NS / ACCESSWIRE / September 21, 2020 / 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"). Our Standards: The Thomson Reuters Trust Principles. June 28 (Reuters) - Shares of Meta Material Inc (MMAT.O) gave up premarket gains to fall 20% on Monday, the first day of trading after a merger that saw the niche hi-tech materials maker swallow Torchlight Energy Resources, which was at the center of huge speculative bets by small individual traders. I have spoken with many industry experts and received varying price targets that trended toward the upper side of the values I am presenting. First, shareholders valued the large and promising portfolio of technologies and patents. If the exchange rate is 1 Metamaterial share for 3.6 Torchlight shares (as mentioned in the proxy filing), that would imply that each Torchlight share would get around $1.60 in value from the . On that date, the company . META is currently trading at $2.66 I anticipate a near doubling with a successful merger vote. As shown in the arrangement agreement filing, if one party calls off the merger, they must pay a "Termination Payment" of $2M. Since 2011, approximately CAD $60MM has been invested in META, yielding a sizable IP portfolio. Torchlight said on Friday that it closed the deal and the new company, Meta Materials Inc, would begin trading under the ticker symbol "MMAT" on Monday. We don't think the spinoff will end up being worth much more than what TRCH shares were worth in November, which was about $0.25-$0.40 per share. Looking like March 12 for merger date? How can investors take part in this move? 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. Effectively, TRCH's business will be extracted from the Nasdaq listing and put aside into an OTC listing where it will go to "die". META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. Metamaterials CEO,George Palikaraswill be appointed CEO of the combined company, along with the appointment ofKenneth L. Riceas CFO and Executive Vice President. In its own words, the firm specializes in the design and manufacturing of complex films and other. All articles are my opinion - they are not suggestions to buy or sell any securities. - PennyQueen, Projected Markets for Metamaterials to 2023, Smart Materials: Opportunities in Structural Electronics and Electrics to 2030, Article on GlobeNewswire About Global Photovoltaic Markets, Worldwide Revenue from Electric Vehicles Since 2010, Internet of Things Forecasts and Market Estimates, largest domestic newfield discovery in over 30 years, under contract for $450k (350k to Torchlight), Conoco Phillips acquired Concho Resources. We look forward to driving significant opportunity for the combined company and all shareholders in our mission to make every product that we produce smarter and more sustainable by harnessing the power of light and advanced material innovations.. 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. GameStops January short squeeze lasted just around two weeks and ended just as mainstream media picked up the story. Copyright META has a growing patent portfolio with three core. Therefore, they will be spun-off into another company. 1125 N. Charles St, Baltimore, MD 21201. TRCH will sell its assets or spin them off before the business combination happens; the combined company will get none of TRCH's assets. Metamaterial and it has little to do with the company itself. It's a. Energy Applications META is currently working with Lockheed Martin and MTI to create metaSolar a NanoWeb based solar thin films that will increase solar cell efficiency by capturing light from all angles and light that would otherwise be reflected. META is changing the way we use, interact with, and benefit from light and other forms of energy. special purpose acquisition companies (SPACs). However, there are still some. Certain stockholders of each of Torchlight and Metamaterial have executed customary voting and support agreement pursuant to which persons representing approximately 16% of Torchlights and approximately 48% of Metamaterials outstanding voting power have agreed to vote in favor of the Transaction, subject to customary applicable terms. In connection with the proposed merger, Tesla has filed with the SEC a Registration Statement on Form S-4 (Registration Statement No. 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. Upon completion of the Proposed Transaction, shareholders of META are expected to hold a 75% interest in the combined entity. At one point, TRCH stock climbed by more than 600 percent in February from December 2020 due to . I view Metamaterial as an interesting startup in a rapidly growing sector, whose valuation has soared due to a short squeeze at, Torchlight. This transaction will enhance our ability to pursue a broad range of opportunities and attract additional world-class talent. If the dividend or share buyback yield is high - even better. Meta Materials will be buying all issued and outstanding shares of Nanotech stock for a set price of $1.25 per share as a part of the merger. Of . If you have an ad-blocker enabled you may be blocked from proceeding. They have also created electromagnetic interference protection that can play a large roll in infrastructure defense. 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 Torchlights pre-closing oil and gas assets. With its four full-time employees, Torchlights business doesnt seem like it should attract the sort of social media love that it has. The reverse split became effective after market close on June 25. CSO and co-Founder Themos Kallos is Chief Science Officer with Ph.D. in Electrical Engineering with expertise in applied physics, metamaterials, wireless communications, and electromagnetic simulations. 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 andWilson Sonsini Goodrich& Rosati P.C. I was also advised that the merger and acquisition market for oil and gas companies is still soft but that is expected to change quickly with the rise in oil demand and subsequent price. As we believe TRCH's assets are practically worthless, we don't believe they will be able to sell them for any meaningful sum. Winkler Project 1,080 gross acres, 12.5% WI (non-operated) under contract for $450k (350k to Torchlight). "NASDAQ is the world's premier technology exchange, providing us with the best platform to expand awareness of META on the global stage and fully realize the value of our portfolio of innovative sustainable products. MMAT has no desire to keep any of TRCH's assets in the combined company. 29 2021, Published 1:58 p.m. I am excited to work with the META team and equally excited about the outcome for our faithful Torchlight shareholders.. A video interview with both CEO's and Torchlight's Chairman will be available this week and separately announced with links provided. Sign up below to get this incredible offer! InvestorPlace contributor Robert Lakin is a veteran financial writer and editor, including previous stints with Bloomberg News and as a buyside equity research editor. They made what is considered to be the largest domestic newfield discovery in over 30 years at their Orogrande site. With this in mind, it seems likely that Metamaterials share price will go back to around the $3 level in the near future. Its a win-win situation for both. No forward-looking statement can be guaranteed. Perform your own due diligence and consult a financial professional before trading. I have no business relationship with any company whose stock is mentioned in this article. 1125 N. Charles St, Baltimore, MD 21201. commented Ram Ramkumar, Metamaterial's Chairman. Additional risks and uncertainties are described in or implied by the Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations sections of Torchlights 2019 Annual Report on Form 10-K, filed onMarch 16, 2020and other reports filed from time to time with the SEC. Sign up below to get this incredible offer! Torchlight Energy Resources announced on June 25 that it completed the necessary steps to make its merger with Meta Materials, Inc. official. You can view it, Metamaterial shareholders get 75% of the new company. 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. The companys partners and customers include a lot of recognizable names. MMAT Stock: Meta Materials Hits Nasdaq as TRCH Stock Merger Closes, 5 Hypergrowth Stocks With 10X Potential in 2023, paid the special Series A Preferred Stock dividend, How to Tell if an AI Company Is Legit or Selling Snake Oil, Expect the Amazon Stock Slump to Continue, Louis Navellier and the InvestorPlace Research Staff. In a reverse takeover to list on the Nasdaq and access the U.S. capital markets, Metamaterial Inc, a smart materials and photonics company, last year agreed to merge with Torchlight, an oil and gas producer. That short squeeze lasted just one week. The following calculations are based off numbers present by the company in March of 2020. 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. Developing new materials with diverse applications in the design and manufacturing of complex and... 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