Once these assets are sold their net proceeds will be divided among shareholders in the form of a special dividend. Torchlight Energy Resources announced on June 25 that it completed the necessary steps to make its merger with Meta Materials, Inc. official. View Details 1425 W. 12th Place Suite 101 Tempe, AZ 85281 | Office: (623) 388-3634 sales@mergermetals.com 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.". The Combined Company shall use its commercially reasonable efforts to cause the Torchlight oil and gas assets to be sold by June 30th, 2021. How can investors take part in this move? No forward-looking statement can be guaranteed. This will also trigger a special dividend to shareholders of Torchlight. 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. Whats behind the move? 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. That equals $251.6/1.27 = $198M USD. "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. Such persons can also read Torchlights Annual Report on Form 10-K for the fiscal year endedDecember 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. that it inked an agreement with a fund named Lincoln Park Capital to sell shares for up to $20.8 million. 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. The oil and gas exploration and production company based out of Plano, Texas, has become something of a regular on meme chats and threads, likeReddits r/WallStreetBets and other subreddits, in recent weeks. Is this happening to you frequently? With this reverse merger Metamaterials will be brought into the main market with Torch becoming the shell company. Torchlight is likely to end soon is because the company is taking advantage of the irrational share price increase and has launched a, Brooklyn ImmunoTherapeutics made a similar move. However, there are still some. Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. I am not receiving compensation for it (other than from Seeking Alpha). It appears to only want the Nasdaq listing. 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. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the ability of the parties to reach agreement on definitive agreements, 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. META has a growing patent portfolio with three core technologies; holographic, lithographic, and wireless sensing, designed for high volume applications. I view Metamaterial as an interesting startup in a rapidly growing sector, whose valuation has soared due to a short squeeze at, Torchlight. - 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. They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered by scientists to exhibit new or enhanced properties. Screen for heightened risk individual and entities globally to help uncover hidden risks in business relationships and human networks. Torchlight Energy (TRCH) is currently trading at $2.48, with a 356.15m market cap, 143.61m shares. This year is weird. Biosensors - they are in the development process of a non-puncture blood glucose monitoring system. In 2019 META acquired North, Inc and their roll-to-roll holographic manufacturing tech. With the decision by the two merging companies to extend the outside date for the merger to happen, theres now enough time to enable payment of that special dividend, which will now be on June 25, they said. For additional information on Torchlight, please visit www.torchlightenergy.com. 2023 Meta Materials Inc. All rights reserved. It will likely be spun off onto the OTC exchange. Email:[emailprotected]. (5) NanoWeb - A Revolutionary Transparent Conductive Film - YouTube. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. 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. 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. Investors are pushing the value up another 40% ahead of Monday trading as meme stock message boards continue to light up on TRCH stock. It has been our goal for META to be a NASDAQ-listed company, stated George Palikaras, President & CEO of Metamaterial. However, what the MF article doesn't seem to realize, is that the conversion of debt to equity is part of the merger agreement. You can view it, Metamaterial shareholders get 75% of the new company. Torchlight to acquire META through the issuance of common stock, such that at closing, the former equity holders of Torchlight would own 25% of the combined company (the "Combined Company") with the former equity holders of META owning the remaining 75% and META becoming a wholly-owned subsidiary of Torchlight. Perform your own due diligence and consult a financial professional before trading. 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. The most comprehensive solution to manage all your complex and ever-expanding tax and compliance needs. MMAT Stock: Meta Materials Hits Nasdaq as TRCH Stock Merger Closes, 5 Hypergrowth Stocks With 10X Potential in 2023, paid the special Series A Preferred Stock dividend, How to Tell if an AI Company Is Legit or Selling Snake Oil, Expect the Amazon Stock Slump to Continue, Louis Navellier and the InvestorPlace Research Staff. We believe the reason for this is speculation over the merger and sale of the assets. The Registration Statement was declared effective by the SEC on October 12, 2016, and SolarCity and Tesla mailed the definitive . Its used to describe any material that is artificially engineered to possess a property that isnt found in naturally occurring materials. 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. 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. We predict the spin-off company will be put into an OTC stock. Special Dividend Intended to be Issued to Torchlight Shareholders at Closing. The stock price of Torchlight Energy Resources Inc (NASDAQ: TRCH) is trading at over 10% pre-market as of 7:14 AM ET. META has an extensive intellectual property portfolio, a global presence and multiple R&D and product development agreements with government agencies and private enterprises. 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.. Through this reverse merger Torchlight receives a 25% stake in META. In November 2010, Pole Perfect bought Torchlight Energy and abandoned all of its previous business plans within the health and fitness industries before formally changing its name to Torchlight in 2011. read more. 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. They just received a 10m loan from Torchlight to continue this expansion. Before GameStop, the most famous case was in 2008 when German auto giant Volkswagen (. 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. The webcast link will be made available and announced shortly. Perform your own due diligence and consult a financial professional before trading. The newly merged company begins trading today as the Nasdaq's first 'metamaterials' stock. This year is weird. Medical Applications META has a strong research base in photonics as well as wireless technologies, they are currently able to enhance the signals 200-500% on MRIs with their resonators and intensity correction algorithms. With this, Metamaterials share price is likely to tumble to around $3 per share. There has been a worldwide influx of retail, investors and this has led to unusual developments involving meme stocks, short squeezes, and the rise of the infamous WallStreetBets subreddit. 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. have over 50,000 views each. They have been investing money into research and development, IP acquisitions and scaling their operations. It sounds like the merger vote will occur sometime around mid-March. On that date, the company . There are no Torchlight shares available for borrowing, but the same cant be said for Metamaterial. 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. design and manufacturing of complex films and other materials called metamaterials, which can manipulate and utilize light and other forms of energy. META has engaged Hamilton Clark as financial advisor on its behalf. Readers are cautioned to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. As a result,. 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. META is an award winning Global Cleantech 100 company with products that support sustainability by doing more with less; they encompass lightweight, sustainable raw materials and processes which consume less energy and offer more performance. Torchlight Energy (TRCH) -5% post-market after announcing a one-for-two reverse stock split and confirming that its merger with Metamaterial will take effect on June 28. All rights reserved. Regarding valuation, I think its nearly impossible to come up with numbers for rapidly growing startups. Metamaterials are a subset of functional materials, according to the company. Accordingly, readers should not place undue reliance on any forward-looking statements or information. 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"). Torchlight's stock rose as high as 74% last Monday as retail investors piled into the stock with record volumes. Automotive HUD See Solution De-icing / De-fogging See Solution Transparent Antennas See Solution Do you remember the GameStop (NYSE:GME) short squeeze? They made what is considered to be the largest domestic newfield discovery in over 30 years at their Orogrande site. 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. They can provide a heads-up display across the windshield with almost immediate defogging and de-icing. META is changing the way we use, interact with, and benefit from light and other forms of energy. That short squeeze lasted just one week. 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. The recent loan from Torchlight does not figure into the numbers below. For additional information on META, please visitwww.metamaterial.com, This release includes forward-looking information within the meaning of Canadian securities laws regarding Metamaterial 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 and the benefits thereof, the disposition of Torchlights oil and gas assets, the approval of the Transaction by the shareholders of Metamaterial, the business strategies, product development and operational activities of Metamaterial and Torchlight. Torchlight Energy is engaging in a reverse merger, we believe because it has accepted that its assets are practically worthless. 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. 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. The opinions expressed in this article are those of the writer, subject to the InvestorPlace.comPublishing Guidelines. 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. Access unmatched financial data, news and content in a highly-customised workflow experience on desktop, web and mobile. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. 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. Need more information or have an interview request? 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. I have spoken with many industry experts and received varying price targets that trended toward the upper side of the values I am presenting. Additional Information and Where to Find It. 333-213390) containing a joint proxy statement/prospectus of SolarCity and Tesla. We specialize in the technology and healthcare sectors. Of . Only the Nasdaq listing. Recall that the company plans to merge with Metamaterial(OTCMKTS:MMATF), which makes advanced materials. 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. 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. 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. 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. About Metamaterial Inc. META is changing the way we use, interact with, and benefit from light and other forms of energy. I wrote this article myself, and it expresses my own opinions. Shareholders have approved the deal, whose terms stipulate that Metamaterial. The following is a summary of the key terms of the Proposed Transaction as contemplated by the LOI. It has been our goal for META to be a NASDAQ-listed company," stated George Palikaras, President & CEO of Metamaterial. Several of the videos on Torchlight have over 50,000 views each. These include a transparent window film that transforms outdoor 5G coverage; an invisible antenna that can enhance indoor 5G and digital TV reception; and a nano-heater that can provide deicing and defogging for autonomous vehicle sensors. CEO and Founder -George Palikaras Ph.D. With and end of year range of $8-$20 depending on production numbers and new partnerships. TRCH has risen as much as 400% since the beginning of the year, and has doubled over the last week. I wrote this article myself, and it expresses my own opinions. META's products are designed and manufactured with environmental sustainability as a high priority. The company isnt popular on WallStreetBets, but you can find, Also, Torchlight has been one of the most discussed stocks on. GameStops January short squeeze lasted just around two weeks and ended just as mainstream media picked up the story. These documents, once available, can also be obtained, without charge, at the SECs web site (http://www.sec.gov). Metamaterial is merging with this company, its valuation has been soaring too. 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. 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. Metamaterial Inc. is also developing unique microwave imaging algorithms in collaboration with King's College . Which will lower the costs and mass of self-driving vehicles. 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. Is there a short squeeze? 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