Is this happening to you frequently? Although the management of META believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. 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. The preferred share will provide shareholders of record, the right of participation in the net proceeds of the sale of Torchlights oil and gas assets, subject to certain holdbacks and time constraints. With its four full-time employees, Torchlights business doesnt seem like it should attract the sort of social media love that it has. On the date of publication, Robert Lakin did not have (either directly or indirectly) any positions in the securities mentioned in this article. Ultimately, the deal is worth over $70 million.. In 2020 to date, META has been granted 11 new patents. Perform your own due diligence and consult a financial professional before trading. 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. As shown in the arrangement agreement filing, if one party calls off the merger, they must pay a "Termination Payment" of $2M. Theres even room for more lines. They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered by scientists to exhibit new or enhanced properties. This will allow them to apply their embedded metamaterial and functional film elements with precision cast corrective lenses. Metamaterials CEO,George Palikaraswill be appointed CEO of the combined company, along with the appointment ofKenneth L. Riceas CFO and Executive Vice President. All rights reserved. Metamaterial designs, develops, and manufactures advanced materials specializing in nanocomposites, nanofabrication, and machine learning to control light and electromagnetic waves. 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 will also trigger a special dividend to shareholders of Torchlight. The market for metamaterials is almost non-existent at the moment but is projected to grow to $10.7 billion SAM by 2030. I am excited to work with the META team and equally excited about the outcome for our faithful Torchlight shareholders.. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. 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. 2023 InvestorPlace Media, LLC. In connection with the proposed merger, Tesla has filed with the SEC a Registration Statement on Form S-4 (Registration Statement No. Metamaterial offers proven disruptive technology with strong environmental, social and governance (ESG) priorities. $12M is about the value of a clean empty shell Nasdaq listing. Disclosure: I/we have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. 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. Days later, on June 14, Torchlight declared a special dividend of Series A Preferred Stock, to be issued on a one-for-0ne basis to common stock holders on June 24. A place to find gems and meet new friends. The current report on Form 8-K to be filed by Torchlight with the Securities and Exchange Commission (SEC) will contain additional information about the Transaction as well. Torchlight has assets focused in West and Central Texas where their targets are established plays such as the Permian Basin. ET. Orogrande Basin 134,000 acre lease 72.5% interest (97,150 net acres), the site has had several successful test wells drilled. Cardano Dogecoin Algorand Bitcoin Litecoin Basic Attention Token Bitcoin Cash. 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. A video interview with both CEO's and Torchlight's Chairman will be available this week and separately announced with links provided. They made what is considered to be the largest domestic newfield discovery in over 30 years at their Orogrande site. 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. 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. We are very excited to showcase how metamaterials go beyond conventional materials and chemistry, to offer new and highly sustainable solutions with semiconductor precision, at kilometer scale.. Neither META or Torchlight has incurred any finders fees in association with this transaction. 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. With this reverse merger Metamaterials will be brought into the main market with Torch becoming the shell company. That equals $251.6/1.27 = $198M USD. 60 Highfield Park Dr, Dartmouth, NS B3A 4R9 Canada, Tel: 1-902-482-5729 Metamaterial ( OTCPK:MMATF) is merging with Torchlight Energy Resources ( TRCH ). Please disable your ad-blocker and refresh. At the time of the merger announcement, on the close of 12/14/20, Metamaterial was valued at much less. 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 managements ability to manage and to operate the business. They have been investing money into research and development, IP acquisitions and scaling their operations. 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. 1125 N. Charles St, Baltimore, MD 21201. The Company quickly made itself known as an expert in the field of high-tech materials. From here, we believe we can now comfortably support our near and long-term growth initiatives, said Ken Rice, CFO and EVP of Meta Materials. TRCH stock had more than doubled this month. Torchlights management will remain, in an advisory role focused on winding down Torchlights legacy business and maximizing the value obtained from the divestiture of Torchlights oil and gas assets. Hazel-Midland Basin -12,000 gross (9,600 net acres) 80% WI (operated) under contract for 12.4m ($1300 acre), 3. I view Metamaterial as an interesting startup in a rapidly growing sector, whose valuation has soared due to a short squeeze at Torchlight. Access unmatched financial data, news and content in a highly-customised workflow experience on desktop, web and mobile. Founded META in 2011, prior to that he founded MediWise, a wireless medical sensor company, he was also an antenna design engineer with AceAxis. 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. commented Ram Ramkumar, Metamaterial's Chairman. 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. It has gone up significantly since the merger announcement. Shareholders have approved the deal, whose terms stipulate that Metamaterial shareholders will own 75% of the combined company, while Torchlight shareholders get 25%. No forward-looking statement can be guaranteed. Torchlight's stock rose as high as 74% last Monday as retail investors piled into the stock with record volumes. Like the other metamaterials . I am not receiving compensation for it (other than from Seeking Alpha). 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. How can investors take part in this move? See the 3rd party verified return on each of our bearish reports over the last 24 months at: https://breakoutpoint.com/as-summary/white-diamond-gvmtg/To inquire about becoming a premium subscriber, send a PM here or email us at research@whitediamondresearch.com.Follow us on twitter @whiteresearch. We are here to support any Tesla vehicle with repair services, parts, upgrades, and advanced engineering services. Nasdaq I/we have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. GameStops January short squeeze lasted just around two weeks and ended just as mainstream media picked up the story. The reverse split became effective after market close on June 25. 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. Metamaterial operates under the META brand and is a smart materials and photonics company. 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. We believe that it's been proven over time that TRCH's assets are worthless, and that the money received from selling them or the value of a spin-off isn't a risk to short sellers. It's a. You can view it, Metamaterial shareholders get 75% of the new company. If no sales occur, then they will receive an equity interest in a spin-off entity that holds TRCH remaining oil and gas assets.". Copyright 2023 InvestorPlace Media, LLC. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. Basically, Metamaterial shareholders get 75% of the new company. I have no business relationship with any company whose stock is mentioned in this article. It has appreciated substantially. Torchlights 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, Texas75093; e-mail:[emailprotected]. 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. Metamaterial shares available in Canada. Email:[emailprotected]. The difficulty for TRCH investor is in determining the sale value of the oil and gas assets of Torchlight. If it's a value stock - great. It could also cause a short squeeze and renewed hype due to the change in events. (you can quote me on this). We believe the reason for this is speculation over the merger and sale of the assets. (Edited after IR clarification) The special dividend will be as of the record date, which has not been determined. 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. TRKA Stock: Have Retail Investors Found a Gem in Troika Media Group? 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., METAs 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, saidGreg McCabe, Torchlights Chairman. 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. - Disclosure: I am not a financial adviser. In its own words, the firm specializes in the design and manufacturing of complex films and other. Metamaterial has some interesting products at the moment. 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. Opening a small short position on the CSE could be a good idea. 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