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. Looking forward to March 12th. 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. 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. Metamaterial Adds Three Senior Executives in Key Functions to Support Continued Global Business Expansion. The materials are usually arranged in repeating patterns, at scales that are smaller than the wavelengths of the phenomena they influence. About Metamaterial Inc. META is changing the way we use, interact and benefit from light. 2 Comments. META has engaged Hamilton Clark as financial advisor on its behalf. 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 … 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. 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. This release includes forward-looking information within the meaning of Canadian securities laws regarding META 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, the disposition of Torchlight's oil and gas assets, the business strategies, product development and operational activities of META and Torchlight. No forward-looking statement can be guaranteed. 88. 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. Metamaterial Only Wants To Merge With Torchlight For The Nasdaq Listing. We are excited to announce we have a new name and a new look! To learn more visit www.metamaterial.com. This Transaction provides our shareholders with access to the multi-billion-dollar markets that Metamaterial serves and new applications that are being revolutionized with their sustainable technologies, while still allowing our Shareholders at closing of the Transaction to participate in the proceeds of our oil and gas asset divestitures.”, “META’s management, led by George Palikaras, has built an extraordinary award-winning cleantech company whose proprietary advanced technologies address multiple markets and improve their customers’ capabilities,” said Greg McCabe, Torchlight’s Chairman. Accordingly, readers should not place undue reliance on any forward-looking statements or information. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. 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, … NEX-CZQ.H. Although Metamaterial 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. 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. Our extensive technology platform enables leading global brands to deliver breakthrough products to their customers in consumer electronics, 5G communications, health and wellness, … 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. About Metamaterial Inc. META delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing sustainable, highly functional materials. Continental Signs Definitive Agreement with Metamaterial Technologies Inc. in Connection with Reverse Takeover Transaction News provided by . META has an extensive intellectual property portfolio, a global presence and multiple R&D and product development agreements with government agencies and private enterprises. Accordingly, readers should not place undue reliance on any forward-looking statements or information. META has a growing patent portfolio with three core technologies; holographic, lithographic, and wireless sensing, designed for high volume applications. Metamaterial Inc. (CSE:MMAT) is a smart materials and photonics company working to improve the ways we interact with and benefit from light. 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. The proposed deal would give Metamaterial control, with its shareholders holding 75 per cent of the new company and Torchlight shareholders the rest. ... 10.5 Metamaterial Technologies, Inc. 10.6 Mediwise. Press question mark to learn the rest of the keyboard shortcuts. 10.13 Plasmonics, Inc. 10.14 Tera view. 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. 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. 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. 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. Metamaterial Inc. Our information suggests that insiders maintain a significant holding in Metamaterial Inc.. The Proposed Transaction represents a strategic shift for Torchlight. 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. I'm relatively new to the game, perhaps I'm missing something. 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 … Torchlight has assets focused in West and Central Texas where their targets are established plays such as the Permian Basin. Copyright © 2021 CNW Group Ltd. All Rights Reserved. META designs and manufactures advanced materials and … META is changing the way we use, interact and benefit from light. Phone: 1-877-255-8483 mark@metamaterial.com. 1 Research Drive / Dartmouth /  Nova Scotia / Canada / B2Y 4M9, Tel: 1-902-482-5729 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. Pertinent deal terms are as follows: Torchlight and Metamaterial invite all interested parties to view a webcast introduction of George Palikaras, CEO of META and an overview on META. The proxy statement/prospectus will be mailed to Torchlight’s Shareholders. 10.10 MetaShield LLC. The combined entity will continue to service a clientele of world-class OEM customers for a range of applications in the automotive, aerospace and defense, energy, consumer electronics and medical markets. Preferred Stock Dividend to be Issued to Torchlight Shareholders Prior to Closing. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known. Although the management of META believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. About Metamaterial Inc. (META) META is changing the way we use, interact with, and benefit from light and other forms of energy. 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 proposed deal would give Metamaterial control, with its shareholders holding 75 per cent of the new company and Torchlight shareholders the rest. That process has been ongoing since last year, and directly ties in with Metamaterial's goal of … META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. This is an overview of Metamaterial Inc . On completion of the deal, Metamaterial … Phone: 1-877-255-8483 mark@metamaterial.com. Posted by 28 days ago. March 2, 2021 Read More. 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. This may be the longest DD you’ve ever read primarily because it is three DDs in one. Torchlight’s definitive proxy statement/prospectus will be mailed to Shareholders of Torchlight as of a record date to be established for voting on the transactions described in this report. “We are very excited to sign the definitive agreement with Metamaterial,” stated John Brda, Torchlight’s CEO. Arrangement Resolution for Business Combination Transaction was ApprovedHALIFAX, NS / ACCESSWIRE / March 12, 2021 / Metamaterial Inc. (the "Company" or "META") (CSE:MMAT) a developer of … “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. Many of META's functional materials and metamaterials are designed to increase the efficient use of light and other energy forms. The remainder will be used for general corporate purposes including working capital and merger related costs. 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. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and electromagnetic waves. In connection with the Transaction, Torchlight and Metamaterial respectively obtained fairness opinions. 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. You can click here to see if they have been buying or selling. 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. 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. Upon completion of the Proposed Transaction, shareholders of META are expected to hold a 75% interest in the combined entity. This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Torchlight or Metamaterial, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. 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. About Metamaterial Inc. META is changing the way we use, interact with, and benefit from light and other forms of energy. Facility Expanded to 68,000 Square Feet to House New Customer Center HALIFAX, NS / ACCESSWIRE / March 12, 2021 / Metamaterial Inc. (the "Company" or "META") (CSE:MMAT) a developer of … Torchlight urges readers to consider those risks and uncertainties in evaluating Torchlight's forward-looking statements. Torchlight Loans Metamaterial US$10,000,000, Allowing Metamaterial to Execute on Business Plan in Advance of Shareholder Votes | Nachricht | finanzen.net 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. General Public Ownership. 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. If the merger doesn't go through, Torchlight is only worth their assets." Torchlight Energy Resources (NASDAQ:TRCH) and Metamaterial Inc. () enters into a non-binding LOI. PENNY STOCK MERGER! 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 … "We look forward to driving significant value for shareholders in our mission to make every product smarter and more sustainable by utilizing the power of light and advanced materials.". All statements in this release that are not based on historical fact are "forward looking statements." Log In Sign Up. Such persons can also read Torchlight’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the transactions described herein. Their product and how meta material would change the world. Torchlight and Metamaterials may have a merger date now... https://www.linkedin.com/posts/georgepalikaras_metamaterial-obtains-interim-order-for-plan-activity-6764633669404508161-bHdF. 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. 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. Metamaterials Market Size Worth USD 3.61 Billion By 2027 | CAGR of 23.6%: Emergen Research - The growing demand for advanced materials in … HALIFAX, NS / ACCESSWIRE / March 12, 2021 / Metamaterial Inc. (the "Company" or "META") (CSE:MMAT) a developer of high-performance functional materials and … "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. Over the past years he has forged partnerships with global brands, enabling MTI to develop and lead new technologies. 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. Press J to jump to the feed. Metamaterial Annual General and Special Meeting to be Held March 12, 2021. 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. User account menu. Metamaterials derive their properties … Torchlight has engaged Roth Capital Partners as financial advisor in connection with the transaction. Metamaterials Technologies, known as META (MMATF:US MMAT:CAN) is currently trading at $2.66 as of 02.27.2021. If playback doesn't begin shortly, try restarting your device. 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 letter of … The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. It is intended to reposition Torchlight into the multi-billion-dollar Advanced Materials market1 as a global cleantech and technology leader. About Metamaterial Inc. (META) META is changing the way we use, interact with, and benefit from light and other forms of energy. META shall appoint the 5 remaining members of the Board, which members must include the required number of independent members to maintain the NASDAQ listing requirement. as legal advisors. 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 . META is changing the way we use, interact with, and benefit from light and other forms of energy. 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 … Readers are cautioned to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. “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.
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