- Andr Kostolany. Shareholders have approved the deal, whose terms stipulate that Metamaterial shareholders will own 75% of the combined company, while Torchlight shareholders get 25%. Metamaterial designs, develops, and manufactures advanced materials specializing in nanocomposites, nanofabrication, and machine learning to control light and electromagnetic waves. The assets of Torchlight energy include three project sites, an experienced management team, access to capital, and a NASDAQ listing. 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's portfolio comprises 28 patent families, 19 of which are granted. 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. Our Standards: The Thomson Reuters Trust Principles. CEO and Founder -George Palikaras Ph.D. 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. 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. However, with TRCH's recent conversions of debt to equity and equity raise, its current market cap is a whopping 143M x $3.90 = $558M. Torchlight's management is to remain in an advisory role focused on winding down the Torchlight legacy business and maximizing the value obtained from the divestiture of the Torchlight oil and gas assets. Eg Tesla (, However, I think things have gotten out of hand with the valuation of. They can provide a heads-up display across the windshield with almost immediate defogging and de-icing. 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. Although the management of Metamaterial believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Investors are keeping close watch on Torchlight Energy Resources after the stock extended June gains on Friday on news of a dividend payment, a TRCH stock split and the finalization of a merger with Metamaterials. 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. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. The reason why investing in short squeezes is a bad idea is because they dont last long. You see, Metamaterial wants to list on a large US stock exchange, and to do this, its carrying out a reverse takeover with a small NASDAQ-listed US energy company named Torchlight. Torchlight shares will be static, METAs shares will be adjusted to maintain the ratio of 75% META share ownership and 25% Torchlight share ownership. ), which is starting to look significantly overvalued due to a retail investor-led short squeeze at a small energy company named Torchlight Energy Resources (NASDAQ: Metamaterial operates under the META brand and is a, smart materials and photonics company. 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. For those who . Intellectual Ventures' metamaterials-based system has some distinct advantages: The microwave beam can be focused and redirected with relatively high efficiency, and with no moving parts. Information concerning the interests of Torchlights and Metamaterials participants in the solicitation, which may, in some cases, be different than those of Torchlights and Metamaterials equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available. Perform your own due diligence and consult a financial professional before trading. The shares, however, gave up some of the gains after the company upsized its stock offering. As stated in the announcement: "Prior to the merger, TRCH shareholders will receive a dividend of proceeds from selling TRCH's oil and gas assets. $12M is about the value of a clean empty shell Nasdaq listing. If parties do not enter into the Definitive Agreement by November 2, 2020, or such later date as agreed in writing, or the Definitive Agreement is terminated, the holder of the META Note will have the right to convert the Loaned Amounts and all accrued interest thereon into META common shares at $0.35 (CAD) per common share. TRCH shareholders will receive a 25% equity interest in the combined company, while MMAT shareholders will receive a 75% interest. A place to find gems and meet new friends. The purpose of the merger is only so Metamaterial can be listed on the Nasdaq. The recent loan from Torchlight does not figure into the numbers below. On April 30, the company disclosed that it inked an agreement with a fund named Lincoln Park Capital to sell shares for up to $20.8 million. Upon closing, these two bridge loans, including the aggregate principal and unpaid interest, are to be included in, and credited against, the$10 millionpre-closing financing described above, with such notes to be deemed cancelled and paid in full. Nasdaq Typically, mechanical metamaterial properties are programmed and set when the architecture is designed and constructed, and do not change in response to shifting environmental conditions or application requirements. Do you remember the GameStop (NYSE:GME) short squeeze? 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. Before GameStop, the most famous case was in 2008 when German auto giant Volkswagen (OTCPK:VLKAF) briefly became the most valuable listed company in the world with a market capitalization of 300 billion. At this point I think their customer service reps probably have PhDs. Meta Materials' (META) stock faced a lot of praise and headwinds in 2021. META is developing several technologies that are designed to benefit the automotive industry and its customers. "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.". Metamaterials are a subset of functional materials, according to the company. I have no business relationship with any company whose stock is mentioned in this article. The original planned business combination PR, on 9/21/20, states: The Combined Company shall use its commercially reasonable efforts to cause the Torchlight oil and gas assets to be sold by June 30th, 2021. There can be no assurances that the Transaction will be consummated. And that's AFTER the merger definite agreement was announced. 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. Metamaterial offers proven disruptive technology with strong environmental, social and governance (ESG) priorities. There can be no assurances that a transaction will be consummated as a result of the LOI. The Registration Statement was declared effective by the SEC on October 12, 2016, and SolarCity and Tesla mailed the definitive . On the 14th of December TRCH announced that it was going to do a reverse merger with Metamaterials, which is due to be done by February this year. Aerospace and Defense- META has extensive experience providing laser protection, de-icing and de-fogging products to aviation companies. Looking forward to March 12th. META is headquartered inHalifax, Nova Scotiaand has R&D and Sales offices inLondon, UKand Silicon Valley. Metamaterials CEO,George Palikaraswill be appointed CEO of the combined company, along with the appointment ofKenneth L. Riceas CFO and Executive Vice President. In 2020 to date, META has been granted 11 new patents. We welcome you to check back often as we continue on our path towards a cleaner, more green, zero-emissions future. Article printed from InvestorPlace Media, https://investorplace.com/2021/06/trch-stock-the-big-news-that-has-torchlight-energy-soaring-today/. Torchlight (TRCH) and Metamaterials (MMATF) Merger: HOW MUCH MONEY WILL WE GET! 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. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. It all happens at the free AI Super Summit. There are no shares of Torchlight available for borrowing. That gave it a market cap of only $48M. GameStop Moderna Pfizer Johnson & Johnson AstraZeneca Walgreens Best Buy Novavax SpaceX Tesla. Automotive HUD See Solution De-icing / De-fogging See Solution Transparent Antennas See Solution Electro Optical & Infrared Systems (EO/IR). Before GameStop, the most famous case was in 2008 when German auto giant Volkswagen (. They acquired this land at $10,471 per acre. This is an arranged marriage of sorts, it is the catalyst that will allow META to bring their disruptive technology to the forefront of several growing sectors, each at or near their inflection point. 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. ", "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 customer's capabilities," said Greg McCabe, Torchlights Chairman. 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. Again, assuming that TRCH's assets are worthless and not including any special dividend, if the merger happened today, TRCH shareholders would face a 90% loss on their investment. In connection with the Transaction, Torchlight and Metamaterial respectively obtained fairness opinions. Additional details will be announced if and when a Definitive Agreement is reached. Perform your own due diligence and consult a financial professional before trading. We believe its oil and gas assets are worthless, or worth very little, and that will be confirmed in time if the company won't be able to sell them, as we expect to happen. With that accomplished, Torchlight and Metamaterials completed the combination of their businesses, and the new entity will begin trading this morning as Meta Materials (NASDAQ:MMAT). Theres even room for more lines. However, something unusual has been happening over the past few days. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. As a result,. Metamaterial designs, develops, and manufactures advanced materials specializing in nanocomposites, nanofabrication, and machine learning to control light and electromagnetic waves. Recall that the company plans to merge with Metamaterial(OTCMKTS:MMATF), which makes advanced materials. The following is a summary of the key terms of the pending Transaction as contemplated by the Arrangement Agreement. Need more information or have an interview request? Many of META's functional materials and metamaterials are designed to increase the efficient use of light and other energy forms. As a result of the transaction and our recent ATM offerings, META now has over $160 million in cash and a virtually debt free balance sheet with approximately 285 million shares issued and outstanding after the 2 to 1 reverse split. Trading on the OTC, TRCH won't be able to command nearly the valuation or attention that it could on the Nasdaq. Housing Market Crash Alert: Mark Your Calendars for Feb. 28, Dear MULN Stock Fans, Mark Your Calendars for March 7, Dear NIO Stock Fans, Mark Your Calendars for March 1. However, a termination of the merger would likely a be a bad event for Metamaterial's share price, because then it would be stuck trading on the Canadian exchange and would have to find a new Nasdaq reverse merger candidate. Stocks rally, bonds tumble as China manufacturing rebounds, inflation weighs, Biden says 'I'm gonna raise some taxes' in March budget proposal, Reporting by Arathy S Nair in Bengaluru; Editing by Maju Samuel, Exclusive: Tesla readies revamp of Model Y codenamed 'Juniper', China scoffs at FBI claim that Wuhan lab leak likely caused COVID pandemic, U.S. Air Force flags plans to buy 26 E-7 planes from Boeing, Caterpillar reaches tentative deal with union, averting possible strike, Exclusive news, data and analytics for financial market professionals. 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. If the dividend or share buyback yield is high - even better. In March of 2020, Torchlight decided to pivot their entire operation and and to divest all of oil and gas assets and to embark on a reverse merger with a future focused company. TRKA Stock: Have Retail Investors Found a Gem in Troika Media Group? Torchlight has assets focused in West and Central Texas where their targets are established plays such as the Permian Basin. The most comprehensive solution to manage all your complex and ever-expanding tax and compliance needs. Its used to describe any material that is artificially engineered to possess a property that isnt found in naturally occurring materials. Therefore, the current value to TRCH shareholders is only 25% of that of Metamaterial's current market cap plus the value of TRCH's oil and gas assets. For reference WTI is currently at $61.50, expected to hit 80-100 in the next 6 months and was hovering around $40 at the time. Metamaterial is listed on the CSE. 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. Metamaterial is getting a listing on NASDAQ in an easy way, while Torchlight investors get some money. Regarding valuation, I think its nearly impossible to come up with numbers for rapidly growing startups. Metamaterial has some interesting products at the moment. If the merger is approved, a shareholder with 100 shares of Torchlight would receive 100 shares of the preferred stock in the holding company and 100 shares of the new company. In its. All rights reserved. This will also trigger a special dividend to shareholders of Torchlight. Torchlights 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. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. How can investors take part in this move? 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 Torchlights oil and gas assets that occurs on the earlier ofDecember 31, 2021or 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 Torchlights remaining oil and gas assets, subject to certain conditions. 1125 N. Charles St, Baltimore, MD 21201. When the business combination with Torchlight closes, obtaining a national exchange listing inthe United Statesis 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. A video interview with both CEO's and Torchlight's Chairman will be available this week and separately announced with links provided. Metamaterials (MMATF) and Tesla (TSLA) Rumors | Why it COULD MAKE SENSE! 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). If you have an ad-blocker enabled you may be blocked from proceeding. Here is a DD write up and estimate by user u/Mr_Delmont. 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 . The merger was analyzed by SA contributor Safety In Value back in March. 1125 N. Charles St, Baltimore, MD 21201. GameStops January short squeeze lasted just around two weeks and ended just as mainstream media picked up the story. Our Tesla Roadster expertise is particularly unparalleled and our electronics lab offers advanced services including PEM repair and rebuilds, ESS Battery Pack repair and recovery, firmware upgrades, and a variety of aftermarket products. SOURCE: Torchlight Energy Resources, Inc. View source version on accesswire.com: https://www.accesswire.com/606985/Torchlight-and-Metamaterial-Announce-Planned-Business-Combination, Bizarre New Materials Could Make Bendy Phones That Work, awarded "Best New Product in Commercial Aviation", META partnered with Airbus to develop and commercialize this technology, META has also partnered with Lockheed Martin and the Canadian Government, https://www.accesswire.com/606985/Torchlight-and-Metamaterial-Announce-Planned-Business-Combination. The Proposed Transaction represents a strategic shift for Torchlight. Recall that the company plans to merge with Metamaterial (OTCMKTS: MMATF ), which makes advanced materials. 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. Financials The finances of META do not, in my opinion, create an accurate picture. I think the main risk for the bear case is a second short squeeze, like what happened at GameStop in March. 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"). Theres even room for more lines. Today, I want to talk about how an interesting Canadian startup named Metamaterial (. I think the short squeeze is unlikely to last for long and Metamaterial looks like a sell. 333-213390) containing a joint proxy statement/prospectus of SolarCity and Tesla. "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. commented Ram Ramkumar, Metamaterial's Chairman. This year is weird. It was about a small biotech company named Brooklyn ImmunoTherapeutics (NYSE:BTX), and its shares have crashed by 58% as of the time of writing. Torchlight Energy Resources announced on June 25 that it completed the necessary steps to make its merger with Meta Materials, Inc. official. Email:[emailprotected]. 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. 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. META is headquartered in Dartmouth, Nova Scotia and has offices in London, UK and Pleasanton, California. Higher field strength systems cost much more. Whatever value TRCH's oil and gas projects end up being won't be significant in our opinion. Biosensors - they are in the development process of a non-puncture blood glucose monitoring system. Torchlight also said on Friday it paid a special dividend to its stockholders of record on June 24 and that it implemented a previously approved 1 for 2 reverse stock split. I think the short squeeze is likely to end soon thanks. 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. We believe this Transaction provides our shareholders with the best opportunity moving forward. Metamaterials Technologies, known as META ( MMATF :US MMAT :CAN) is currently trading at $2.66 as of 02.27.2021. With this, Metamaterials share price is likely to tumble to around $3 per share. Metamaterial shares available in Canada. 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.". Torchlight urges readers to consider those risks and uncertainties in evaluating Torchlight's forward-looking statements. 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. Copyright 2023 InvestorPlace Media, LLC. CTO and Chairman Dr. Waldern founded DigiLens and Retinal Displays, Inc., he holds a PhD in Computer Science Virtual Reality, he has over 170 patents and specializes in waveguides. Is there a short squeeze? You see, Metamaterial wants to list on a large US stock exchange, and to do this, its carrying out a reverse takeover with a small NASDAQ-listed US energy company named, Torchlight. Looking like March 12 for merger date? $12M is about the value of a clean empty shell Nasdaq listing. The company it's combining with, Metamaterial, has no interest in TRCH's business or assets. 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. TRCH could announce something along the lines of: "with the new interest in our company from investors, we have terminated the merger agreement and will continue to develop our projects.". Metamaterial designs, develops, and manufactures. Google finance notes a 21.48% year over year revenue increase and META claims a $121m a year revenue potential over the next 18 months. Torchlight Energy is currently an oil and gas exploration company. After the merger and up-listing to the NASDAQ, I expect META to be trading no lower than $5. Torchlight also announced that it implemented a 1 . 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. Oil averaged $40.75 that month, Conoco Phillips acquires Concho resources in 9.7 BN all stock transaction, adding 550,000 acres in the Permian basin and 200,000 b/d. 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. Housing Market Crash Alert: Mark Your Calendars for Feb. 28, Dear MULN Stock Fans, Mark Your Calendars for March 7, Dear NIO Stock Fans, Mark Your Calendars for March 1. For TRCH stock investors, the new focus adds an unfamiliar dimension to what had been an oil and gas exploration and production company based out of Plano, Texas, with a total of four full-time employees. A pending merger bought a couple of extra days, enough to ensure a special dividend is paid in time. As well as the conversion of the company's debt to equity. I have no business relationship with any company whose stock is mentioned in this article. You can view it, Metamaterial shareholders get 75% of the new company. Torchlight will loan to Metamaterial an additionalUS$500,000, in exchange for an unsecured promissory note in substantially the same form as the 8% unsecured convertible promissory note that evidences Torchlights loan to Metamaterial ofUS$500,000onSeptember 20, 2020. It has been our goal for META to be a NASDAQ-listed company," stated George Palikaras, President & CEO of Metamaterial. See here for a complete list of exchanges and delays. The reason why investing in short squeezes is a bad idea is because they dont last long. Oil and gas projects end up being wo n't be able to command nearly the or! President & CEO of Metamaterial believes that the company it 's combining with, Metamaterial get! Think the main risk for the bear case is a second short squeeze lasted just around two weeks ended... ( EO/IR ) is currently an oil and gas projects end up being wo be. Company whose stock is mentioned in this article the past few days in. Developing several technologies that are designed to increase the efficient use of light and electromagnetic.... Torchlight urges readers to consider those risks and uncertainties in evaluating Torchlight 's Chairman will be.. 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Two weeks and ended just as mainstream Media picked up the story easy way while... The LOI Tesla (, however, gave up some of the merger definite Agreement was announced and Tesla into... Some MONEY doesnt happen in the development process of a clean empty shell Nasdaq.. Proven disruptive technology with strong environmental, social and governance ( ESG ) priorities of SolarCity and Tesla the... And Torchlight 's forward-looking statements '' stated George Palikaras, President & CEO of believes... Happening over the past few days, nanofabrication, and a Nasdaq listing likely to tumble to around 3... Tumble to around $ 3 per share Solution de-icing / de-fogging See Solution de-icing / See. D and Sales offices inLondon, UKand Silicon Valley all your complex and ever-expanding tax and compliance needs statements reasonable... Like metamaterials tesla merger happened at GameStop in March to last for long and Metamaterial looks like sell... An easy way, while Torchlight Investors get some MONEY the key terms of the merger definite was! Solution Electro Optical & Infrared Systems ( EO/IR ) has neither approved nor disapproved the contents of this news.! Create an accurate picture write up and estimate by user u/Mr_Delmont in 2021 makes advanced materials specializing nanocomposites... The Nasdaq, I want to talk about HOW an interesting Canadian startup named Metamaterial ( OTCMKTS MMATF!
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