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. Metamaterial is listed on the CSE. A place to find gems and meet new friends. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Torchlights directors in its Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019, which was filed with the SEC onMarch 16, 2020. META's products are designed and manufactured with environmental sustainability as a high priority. This transaction is similar to the popular deals involving special purpose acquisition companies (SPACs). Metamaterial Inc. is also developing unique microwave imaging algorithms in collaboration with King's College . Torchlight has loaned USD$500,000 to META pursuant to an unsecured convertible promissory note (the "META Note") and has agreed to loan an additional USD$500,000 to META within 5 days of signing the Definitive Agreement (in aggregate, the "Loaned Amounts"). 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. The following is a summary of the key terms of the Proposed Transaction as contemplated by the LOI. It also announced plans for the merger of the company to close today. Only the Nasdaq listing. His Substack newsletter,TLV Strategist, covers the Israel business scene. Therefore, this reverse merger is basically an admission of failure by TRCH and its shareholders, they couldn't gain any traction with their oil and gas assets to maintain their spot on the Nasdaq. Special Dividend Intended to be Issued to Torchlight Shareholders at Closing. as legal advisors. See here for a complete list of exchanges and delays. 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. 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. Valuation The value oil drilling acreage is a moving target after the price of crude oil started collapsing in March of 2020. The company hasn't made any significant progress since our report with selling or developing any of its oil and gas assets. With and end of year range of $8-$20 depending on production numbers and new partnerships. Once the two companies combine, it will just be Metamaterial. META's portfolio comprises 28 patent families, 19 of which are granted. Readers are cautioned to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. Metamaterial operates under the META brand and is a smart materials and photonics company. We present a new class of architected materials called field responsive mechanical metamaterials (FRMMs) that exhibit dynamic . It's a. As shown in Metamaterial's executive statements above, there is no mention at all of any value to TRCH or its assets. I could not find anyone willing to go on record. Looking forward to March 12th. This year is weird. That short squeeze lasted just one week. Copyright 2023 InvestorPlace Media, LLC. Investors appear to be responding to rumors about the company working with Tesla. Post from CEO of Metamaterial saying first step of merger is complete. Torchlight Energy is engaging in a reverse merger, we believe because it has accepted that its assets are practically worthless. Several seem to see an end to TRCH stock frenzy, in part due to the impending merger and a possible short squeeze ahead of the transaction. It did sell its interest in its Winkler Project in November for $450K, but that's not a significant sum. As of this date 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. 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. Crypto. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). As a result,. 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." Fundamentally, it could be todays announcement that the company bought a few extra days to finalize a merger transaction. TRCH stock had more than doubled this month. In my view, when these short squeezes are caused intentionally, there could be multiple waves. Oil averaged $40.75 that month. 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. Need more information or have an interview request? Torchlight Energy Resources announced on June 25 that it completed the necessary steps to make its merger with Meta Materials, Inc. official. - 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. Its assets are practically worthless, and the stock is worth a fraction of its current market cap that has runup on the merger agreement. The recent loan from Torchlight does not figure into the numbers below. 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. Regarding valuation, I think its nearly impossible to come up with numbers for rapidly growing startups. 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. Metamaterial has some interesting products at the moment. The current price of West Texas Intermediate (WTI)is currently $61.50 barrel. 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. Torchlight Energy (TRCH) is currently trading at $2.48, with a 356.15m market cap, 143.61m shares. Note that the company isn't promoting the business itself, but this is being done by a significant number of retail investors and traders. Its a win-win situation for both. To learn more visit www.metamaterial.com. The company added that capacity could be increased to 200,000 units per month with the addition of a second, eight-hour shift. 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. The word metamaterial comes from the Greek word meta, which means beyond. quotes delayed at least 15 minutes, all others at least 20 minutes. All rights reserved. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. With this in mind, it seems likely that Metamaterials share price will go back to around the $3 level in the near future. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Combined Company shall use its commercially reasonable efforts to cause the Torchlight oil and gas assets to be sold by June 30th, 2021. Winkler Project 1,080 gross acres, 12.5% WI (non-operated) under contract for $450k (350k to Torchlight). We specialize in the technology and healthcare sectors. For additional information on Torchlight, please visitwww.torchlightenergy.com. 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. The company isnt popular on WallStreetBets, but you can find viral posts on the RobinHoodPennyStocks, pennystocks, and smallstreetbets subreddits touting it as a potential short squeeze. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Torchlights Shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. 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. 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. At TRCH's current share price, Metamaterial would have to have a market cap of around $2B by then in order for longs to make a gain apart from any dividend. 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. MMAT has no desire to keep any of TRCH's assets in the combined company. META partnered with Airbus to develop and commercialize this technology. Brooklyn ImmunoTherapeutics made a similar move. Torchlight urges readers to consider those risks and uncertainties in evaluating Torchlight's forward-looking statements. META Executive Team has an extremely deep educational background in the hard sciences with a lot of experience creating innovative products. 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. Copyright 2023 InvestorPlace Media, LLC. 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). 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.. 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