Torchlight has engaged Roth Capital Partners as financial advisor in connection with the transaction. We believe the reason for this is speculation over the merger and sale of the assets. Nasdaq , this is what I like to see in a startup a rapidly growing market and great products and partnerships. 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. (Edited after IR clarification) The special dividend will be as of the record date, which has not been determined. Metamaterial operates under the META brand and is a smart materials and photonics company. It has been our goal for META to be a NASDAQ-listed company," stated George Palikaras, President & CEO of Metamaterial. Metamaterial is getting a listing on NASDAQ in an easy way, while Torchlight investors get some money. 3rd party valuation of potential recoverable hydrocarbons, 2. 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). 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. After the merger is complete META will be the company name and it will be listed on the NASDAQ. Lorem ipsum dolor sit amet, consectetur adipiscing elit. 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. META has engaged Hamilton Clark as financial advisor on its behalf. And that's AFTER the merger definite agreement was announced. 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. We predict the spin-off company will be put into an OTC stock. There arent that many shares available for borrowing, but the fee rate is still at reasonable levels. This discovery coincided with economic collapse of oil due to Covid crisis. Metamaterial is listed on the CSE. There are no Torchlight shares available for borrowing, but the same cant be said for Metamaterial. Cardano Dogecoin Algorand Bitcoin Litecoin Basic Attention Token Bitcoin Cash. Special Dividend Intended to be Issued to Torchlight Shareholders at Closing. If the exchange rate is 1 Metamaterial share for 3.6 Torchlight shares (as mentioned in the proxy filing), that would imply that each Torchlight share would get around $1.60 in value from the . Looking forward to March 12th. With this reverse merger Metamaterials will be brought into the main market with Torch becoming the shell company. CTO Jonathan Waldern stated, Under a new brand name, metaFUSION, we are now applying that proven technology and other functionality directly encapsulated into eyeglasses, to compliment waveguide-based displays similar to HoloLens.. This year is weird. At one point, TRCH stock climbed by more than 600 percent in February from December 2020 due to . While 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. 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 is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. 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. Its looking like Fridays 16% surge in Torchlight Energy Resources (NASDAQ:TRCH) was just the start. 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). 2023 InvestorPlace Media, LLC. As a result,. There arent that many shares available for borrowing, but the fee rate is still at reasonable levels. Opening a small short position on the CSE could be a good idea. As shown in Metamaterial's executive statements above, there is no mention at all of any value to TRCH or its assets. quotes delayed at least 15 minutes, all others at least 20 minutes. The reason why investing in short squeezes is a bad idea is because they dont last long. It is intended to reposition Torchlight into the multi-billion-dollar Advanced Materials market1 as a global cleantech and technology leader. "We look forward to driving significant value for shareholders in our mission to make every product smarter and more sustainable by utilizing the power of light and advanced materials.". 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. ", "META's management, led by George Palikaras has built an extraordinary award-winning cleantech company whose proprietary advanced technologies address multiple markets and improve their customer's capabilities," said Greg McCabe, Torchlights Chairman. Nasdaq META is headquartered inHalifax, Nova Scotiaand has R&D and Sales offices inLondon, UKand Silicon Valley. 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. Recall that the company plans to merge with Metamaterial(OTCMKTS:MMATF), which makes advanced materials. 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 most comprehensive solution to manage all your complex and ever-expanding tax and compliance needs. This transaction is similar to the popular deals involving special purpose acquisition companies (SPACs). Biosensors - they are in the development process of a non-puncture blood glucose monitoring system. Eg Tesla (TSLA). Torchlight investors will get non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. 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).". 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. That would bring a per share value to TRCH of $12.12M/143M = ~$0.08. Metamaterial ( OTCPK:MMATF) is merging with Torchlight Energy Resources ( TRCH ). Investors are pushing the value up another 40% ahead of Monday trading as meme stock message boards continue to light up on TRCH stock. Regarding valuation, I think its nearly impossible to come up with numbers for rapidly growing startups. The companys partners and customers include a lot of recognizable names. META delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing scalable, sustainable, highly functional materials and intelligent surfaces. The shares, however, gave up some of the gains after the company upsized its stock offering. 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. TRCH will sell its assets or spin them off before the business combination happens; the combined company will get none of TRCH's assets. I wrote this article myself, and it expresses my own opinions. His Substack newsletter,TLV Strategist, covers the Israel business scene. 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. There is no share available for short selling at Torchlight. I wrote this article myself, and it expresses my own opinions. 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. The company it's combining with, Metamaterial, has no interest in TRCH's business or assets. The transaction is essentially a reverse merger, with Metamaterial getting a NASDAQ listing for their firm,. 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. Torchlight and Metamaterial will prepare a proxy statement/prospectus for Torchlights Shareholders to be filed with the SEC. 134,000 acres *72.5% interest at $1000 acre=97.15m + 12.75m (Hazel/Winkler) =109.9m/143.6m shares= 76.5 cent share, Medium Case estimate 3.7 billion recoverable barrels * 72.5% interest at 5 cents per barrel= 134m+12.75m (Hazel/Winkler) =146.75m= $1.00 per share, 134,000 acres *72.5% interest at $1300 acre=126.3m +12.75m (Hazel/Winkler) =126.3m/143.6m shares=96 cent share, 134,000 acres *72.5% interest at $2500 acre=242.88m +12.75m (Hazel/Winkler) =255.63m/143.6m shares= $1.78 per share, 134,000 acres *72.5% interest at $5000 acre=485.75m+12.75m (Hazel/Winkler) =500.25/143.6m shares=$3.48 per share, 134,000 acres *72.5% interest at $7500 acre=728.63m+12.75m (Hazel/Winkler) =741.38/143.6m shares=$5.16 per share, Medium Case estimate 3.7 billion recoverable barrels * 72.5% interest at 50 cents per barrel= 1.34bn+12.75m (Hazel/Winkler) =1.3527b = $9.42 per share, High Case estimate 5.0 billion recoverable barrels * 72.5% interest at 50 cents per barrel= 3.625+12.75m (Hazel/Winkler) =3.638b =$25.33 per share. I am not receiving compensation for it (other than from Seeking Alpha). 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. CEO and Founder -George Palikaras Ph.D. 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. That 's after the company plans to merge with Metamaterial ( OTCMKTS: MMATF ), which has not determined! Trch stock climbed by more than 600 percent in February from December 2020 due to engaged Roth Partners. 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