At the time of the merger announcement, on the close of 12/14/20, Metamaterial was valued at much less. 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 . As Cathie Wood stated in the last ARK webinar, she is anticipating a bifurcated V-shaped recovery which will reward companies that have invested in innovation rather than in pandering to shareholders. Opening a small short position on the CSE could be a good idea. Jun. I wrote this article myself, and it expresses my own opinions. The Global Cleantech 100 is an annual guide to the leading companies and themes in sustainable innovation and features companies that are best positioned to solve tomorrow's clean technology challenges. 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. All rights reserved. META is headquartered in Dartmouth, Nova Scotia and has offices in London, UK and Pleasanton, California. Torchlight Energy and Metamaterial (MMATF) announced the signing of a definite agreement on 12/14/20 for a business combination. Metamaterial is listed on the CSE. 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. 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. Torchlight investors will get non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. (Source: Interactive Brokers, using a paper trading account). 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. Short squeezes rarely last long and Torchlight is selling shares, which is a very good scenario to take a short position. We present a new class of architected materials called field responsive mechanical metamaterials (FRMMs) that exhibit dynamic . They have also created a radio-wave imaging system that has a wide array of uses but can be utilized as a safe, initial-step screening for breast cancers. valued at much less. quotes delayed at least 15 minutes, all others at least 20 minutes. Recall that the company plans to merge with Metamaterial(OTCMKTS:MMATF), which makes advanced materials. for their shell and get to keep the energy business. And that's AFTER the merger definite agreement was announced. . 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. Torchlight urges you to consider those risks and uncertainties in evaluating its forward-looking statements. 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. 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. 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. 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. META has a growing patent portfolio with three core. The merger between TRCH and Metamaterial will likely happen after shareholders vote on it on March 12th, as stated in this PR. There can be no assurances that the Transaction will be consummated. Lorem ipsum dolor sit amet, consectetur adipiscing elit. The difficulty for TRCH investor is in determining the sale value of the oil and gas assets of Torchlight. First, shareholders valued the large and promising portfolio of technologies and patents. 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. 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. Please disable your ad-blocker and refresh. There seems to be a short squeeze at Torchlight, with which Metamaterial is merging to list on NASDAQ. 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. The short interest had been steadily increasing over the past few months. Metamaterials CEO,George Palikaraswill be appointed CEO of the combined company, along with the appointment ofKenneth L. Riceas CFO and Executive Vice President. Torchlight has assets focused in West and Central Texas where their targets are established plays such as the Permian Basin. The new company, Meta Materials Inc., will begin trading on the Nasdaq after Monday's opening bell under the ticker symbol MMAT. Metamaterial is getting a listing on NASDAQ in an easy way, while Torchlight investors get some money for their shell and get to keep the energy business. 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. The Plano, Texas-based company traces its roots back to Pole Perfect, incorporated in 2007 in Nevada to market feminine fitness dance studios utilizing the advantages of pole dancing. 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. The Combined Company, formerly known as Torchlight Energy Resources, Inc., will at closing focus its business to align with the current business of META. 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 those risks and uncertainties described in or implied by the Risk Factors and in Management's Discussion and Analysis of Financial Condition and Results of Operations sections of Torchlight's 2019 Annual Report on Form 10-K, filed on March 16, 2020 and Torchlight's other reports filed from time to time with the Securities and Exchange Commission. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. TRCH stock had more than doubled this month. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control 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. For additional information on Torchlight, please visitwww.torchlightenergy.com. 3rd party valuation of potential recoverable hydrocarbons, 2. However, what the MF article doesn't seem to realize, is that the conversion of debt to equity is part of the merger agreement. Of . 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. CFO & EVP - Ken Rice has a JD, MBA and a Master of Laws in taxation, he works as in-house counsel and is charge of financing efforts and progressing Metas medical products initiatives. special purpose acquisition companies (SPACs). 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. Metamaterials are a subset of functional materials, according to the company. Effectively, TRCH's business will be extracted from the Nasdaq listing and put aside into an OTC listing where it will go to "die". Theres even room for more lines. GameStops January short squeeze lasted just around two weeks and ended just as mainstream media picked up the story. Our Standards: The Thomson Reuters Trust Principles. which is measured in Tesla (T). The company, which pushed back the closing of the deal to June 30, upsized its stock offering to $250 million last week from $100 million to take advantage of the share price rally. that it inked an agreement with a fund named Lincoln Park Capital to sell shares for up to $20.8 million. 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. Today, I want to talk about how an interesting Canadian startup named Metamaterial (. Torchlight's stock rose as high as 74% last Monday as retail investors piled into the stock with record volumes. 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. 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. META partnered with Airbus to develop and commercialize this technology. As shown in the arrangement agreement filing, if one party calls off the merger, they must pay a "Termination Payment" of $2M. According to META, the 2nd generation manufacturing line is capable of 100,000+ units per month, to support AR and other holographic products, such as automotive HUD displays, laser glare protection, optical filters, diffractive optics, and other photonic applications. Sign up below to get this incredible offer! 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. 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. The following is a summary of the key terms of the Proposed Transaction as contemplated by the LOI. Drilling rights in the Permian Basin of West Texas and New Mexico averaged about $24,000 an acre in recent deals, down 67% from 2018, according to Rystad Energy, an Oslo-based research firm. Torchlight investors will get, non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. $12M is about the value of a clean empty shell Nasdaq listing. META's portfolio comprises 28 patent families, 19 of which are granted. 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. 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. I view Metamaterial as an interesting startup in a rapidly growing sector, whose valuation has soared due to a short squeeze at Torchlight. It will likely be spun off onto the OTC exchange. I think the main risk for the bear case is a second short squeeze, like what happened at GameStop in March. For those who . Upon completion of the Proposed Transaction, shareholders of META are expected to hold a 75% interest in the combined entity. Is this happening to you frequently? This year is weird. 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. Sign up below to get this incredible offer! There is no share available for short selling at Torchlight. Metamaterials are a subset of functional materials, according to the company. The dividend will be one preferred share on a pro rata basis of the holding company holding the net proceeds (or assets if they have not yet sold). Metamaterial designs, develops, and manufactures advanced materials specializing in nanocomposites, nanofabrication, and machine learning to control light and electromagnetic waves. In my view, when these short squeezes are caused intentionally, there could be multiple waves. Its assets are practically worthless, and the stock is worth a fraction of its current market cap that has runup on the merger agreement. I was told that 50 cents a barrel was a valid price for the amount of potential oil with the limited studies that have been done. HALIFAX, NS / ACCESSWIRE / August 5, 2021 / Meta Materials Inc. (the "Company" or "META ") (NASDAQ:MMAT . Orogrande Basin 134,000 acre lease 72.5% interest (97,150 net acres), the site has had several successful test wells drilled. Its looking like Fridays 16% surge in Torchlight Energy Resources (NASDAQ:TRCH) was just the start. Perform your own due diligence and consult a financial professional before trading. Assuming that TRCH's assets are worthless, based on Metamaterial's market cap, that values TRCH at $198 x 25% = $49.50M, which equals a share price of $49.5M/143M = $0.35. Torchlight. Do you remember the GameStop (NYSE:GME) short squeeze? Value of the latters oil and gas assets of torchlight has offices in London, UK Pleasanton! Transaction as contemplated by the LOI will likely happen AFTER shareholders vote on it on 12th. 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