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 . . META has engaged Hamilton Clark as financial advisor on its behalf. While Torchlight's refinement of strategy management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. Like I explained in my article on KULR Technology Group (KULR), this is what I like to see in a startup a rapidly growing market and great products and partnerships. 3rd party valuation of potential recoverable hydrocarbons, 2. 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. 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. In 2019 META acquired North, Inc and their roll-to-roll holographic manufacturing tech. I wrote this article myself, and it expresses my own opinions. NASDAQ is the worlds 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. commented Ram Ramkumar, Metamaterials Chairman. 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. On 4/29/19, we published a report that stated we believe that Torchlight Energy (TRCH) assets are worthless and that "we do not believe Torchlight will be able to successfully complete the sale of the company or its asset(s).". What could be a risk, is if the merger is called off. Many of META's functional materials and metamaterials are designed to increase the efficient use of light and other energy forms. We have an over 80% success rate, see our reports at whitediamondresearch.com. All articles are my opinion - they are not suggestions to buy or sell any securities. Article printed from InvestorPlace Media, https://investorplace.com/2021/06/mmat-stock-meta-materials-hits-nasdaq-as-trch-stock-merger-closes/. All statements in this release that are not based on historical fact are "forward looking statements." A video interview with both CEO's and Torchlight's Chairman will be available this week and separately announced with links provided. META has a growing patent portfolio with three core technologies; holographic, lithographic, and wireless sensing, designed for high volume applications. Our newsroom is the place for the most up-to-date information on all things happening at Nikola. If the dividend or share buyback yield is high - even better. How can investors take part in this move? The webcast link will be made available and announced shortly. Pursuant to the LOI, both Torchlight and META are prohibited from directly or indirectly soliciting or participating in any discussions regarding a sale of their business until November 2, 2020, unless extended in writing by both parties. 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). $12M is about the value of a clean empty shell 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. Colleran, who has previously served as CEO at ventures including Impinj and AnswerDash, said Lumotive is pursuing a step-by-step plan to catch the rising tide. Transformational Deal to Accelerate Growth, Scale and Commercialization of Metamaterials. It will likely be spun off onto the OTC exchange. This transaction is similar to the popular deals involving. I wrote this article myself, and it expresses my own opinions. 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. Torchlight investors will get non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. I view Metamaterial as an interesting startup in a rapidly growing sector, whose valuation has soared due to a short squeeze at, Torchlight. I am not receiving compensation for it (other than from Seeking Alpha). Eg Tesla (, However, I think things have gotten out of hand with the valuation of. 60 Highfield Park Dr, Dartmouth, NS B3A 4R9 Canada, Tel: 1-902-482-5729 It's a totally unrelated company to TRCH's oil and gas exploration business. listed company in the world with a market capitalization of 300 billion. 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. PLANO, TexasandHALIFAX, NS,Dec. 14, 2020/CNW/ Torchlight Energy Resources, Inc. (NASDAQ: TRCH), an oil and gas exploration company (Torchlight) and Metamaterial Inc. (Metamaterial or META) (CSE: MMAT), a developer of high-performance functional materials and nanocomposite products, announced today the signing onDecember 14, 2020of a definitive agreement negotiated at arms length for a business combination of Torchlight and Metamaterial by way of a statutory plan of arrangement (the Transaction). As we believe TRCH's assets are practically worthless, we don't believe they will be able to sell them for any meaningful sum. (you can quote me on this). Metamaterials CEO,George Palikaraswill be appointed CEO of the combined company, along with the appointment ofKenneth L. Riceas CFO and Executive Vice President. The newly merged company begins trading today as the Nasdaq's first 'metamaterials' stock. On YouTube, the company is being covered and promoted by several channels including Moon Market, Alpha Status Stocks, DarrenJacksonTV, Trading With CJ, and Voorhees Trading. Liquidity is low on the OTC market and there is no data on the availability of Metamaterial for sale. A pending merger bought a couple of extra days, enough to ensure a special dividend is paid in time. The company hasn't made any significant progress since our report with selling or developing any of its oil and gas assets. ), 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. Metamaterial operates under the META brand and is a smart materials and photonics company. 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. If you have an ad-blocker enabled you may be blocked from proceeding. Browse an unrivalled portfolio of real-time and historical market data and insights from worldwide sources and experts. Using that market cap, that puts TRCH's value at only $48M x 25% = $12.12M. 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. META is headquartered inHalifax, Nova Scotiaand has R&D and Sales offices inLondon, UKand Silicon Valley. About Metamaterial Inc. META is changing the way we use, interact with, and benefit from light and other forms of energy. As you can see, there are many possible valuations. Upon completion of the Transaction, shareholders of Metamaterial are expected to hold an approximate 75% equity interest in the combined company while Torchlight shareholders will retain an approximate 25% equity interest in the combined company, subject to the pre-closing financing described below. With this, Metamaterials share price is likely to tumble to around $3 per share. Torchlight Energy and Metamaterial (MMATF) announced the signing of a definite agreement on 12/14/20 for a business combination. Following the closing of the Transaction, the board of directors of the combined company will be comprised of 7 members, one of whom is to be appointed by Torchlight, a second to be jointly appointed by Metamaterial and Torchlight and the remaining 5 to be appointed by Metamaterial. Screen for heightened risk individual and entities globally to help uncover hidden risks in business relationships and human networks. But remember, Metamaterial is listed on the CSE. For additional information on Torchlight, please visit www.torchlightenergy.com. "We recognize the significant value in having a national exchange listing in the United States that will provide META with better access to the capital markets," commented George Palikaras, Metamaterial's President and Chief Executive Officer. Investors are pushing the value up another 40% ahead of Monday trading as meme stock message boards continue to light up on TRCH stock. Torchlight also announced that it implemented a 1-for-2 reverse split of TRCH stock. Torchlight Energy is currently an oil and gas exploration company. Upon completion of the Proposed Transaction, shareholders of META are expected to hold a 75% interest in the combined entity. 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. 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 most comprehensive solution to manage all your complex and ever-expanding tax and compliance needs. Pertinent deal terms are as follows: Torchlight and Metamaterial invite all interested parties to view a webcast introduction of George Palikaras, CEO of META and an overview on META. 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. All rights reserved. In connection with the Transaction, Torchlight and Metamaterial respectively obtained fairness opinions. 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.. 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. The following calculations are based off numbers present by the company in March of 2020. "When the business combination with Torchlight closes, obtaining a national exchange listing in the United States is anticipated to provide META with significant value and increased access to global capital markets. They acquired this land at $10,471 per acre, this land was 74% proved and developed . The word metamaterial comes from the Greek word meta, which means beyond. 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. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. Stoking some of the chat is a merger announcement on June 11 regarding Torchlight and Metamaterial (OTCMKTS: MMATF ), which makes advanced materials. 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. TRCH shareholders will receive a 25% equity interest in the combined company, while MMAT shareholders will receive a 75% interest. Before GameStop, the most famous case was in 2008 when German auto giant Volkswagen (. 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. Biosensors - they are in the development process of a non-puncture blood glucose monitoring system. 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