1125 N. Charles St, Baltimore, MD 21201. The Combined Company, formerly known as Torchlight Energy Resources, Inc., will at closing focus its business to align with the current business of META. 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. TRKA Stock: Have Retail Investors Found a Gem in Troika Media Group? Reuters, the news and media division of Thomson Reuters, is the worlds largest multimedia news provider, reaching billions of people worldwide every day. that it inked an agreement with a fund named Lincoln Park Capital to sell shares for up to $20.8 million. It has appreciated substantially. It is intended to reposition Torchlight into the multi-billion-dollar Advanced Materials market1 as a global cleantech and technology leader. Is this happening to you frequently? Torchlight has assets focused in West and Central Texas where their targets are established plays such as the Permian Basin. META Executive Team has an extremely deep educational background in the hard sciences with a lot of experience creating innovative products. Torchlight Energy (TRCH) is currently trading at $2.48, with a 356.15m market cap, 143.61m shares. META is headquartered inHalifax, Nova Scotiaand has R&D and Sales offices inLondon, UKand Silicon Valley. Although Metamaterial has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. quotes delayed at least 15 minutes, all others at least 20 minutes. (5) NanoWeb - A Revolutionary Transparent Conductive Film - YouTube. 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. Its a win-win situation for both. Copyright It has gone up significantly since the merger announcement. I think the short squeeze is likely to end soon thanks. which is measured in Tesla (T). 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. It's a. I was also advised that the merger and acquisition market for oil and gas companies is still soft but that is expected to change quickly with the rise in oil demand and subsequent price. Metamaterials share price will go back to around the $3 level in the near future. Metamaterial designs, develops, and manufactures. This transaction is similar to the popular deals involving. Ahead of the merger, Torchlight paid the special Series A Preferred Stock dividend on a 1-for-1 basis to its stockholders of record on June 24. Google finance notes a 21.48% year over year revenue increase and META claims a $121m a year revenue potential over the next 18 months. Metamaterial is getting a listing on NASDAQ in an easy way, while Torchlight investors get some money. Metamaterial designs, develops, and manufactures advanced materials specializing in nanocomposites, nanofabrication, and machine learning to control light and electromagnetic waves. I am not receiving compensation for it (other than from Seeking Alpha). In December 2020, Torchlight Energy Resources and Metamaterial had announced a definitive agreement was signed for a business combination. 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 its expectations with regard thereto, or any change in events, conditions, or circumstances on which any such statement is based. But . Ahead of the merger, Torchlight paid the special Series A Preferred Stock dividend on a 1-for-1 basis to its stockholders of record on June 24. Build the strongest argument relying on authoritative content, attorney-editor expertise, and industry defining technology. InvestorPlace contributor Robert Lakin is a veteran financial writer and editor, including previous stints with Bloomberg News and as a buyside equity research editor. Cardano Dogecoin Algorand Bitcoin Litecoin Basic Attention Token Bitcoin Cash. If no sales occur, then they will receive an equity interest in a spin-off entity that holds TRCH remaining oil and gas assets.". 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. As a result, META has won a number of industry awards and federal government grants for its pioneering work, including being named among the "2019 Global Cleantech 100", by Cleantech Group. Transformational Deal to Accelerate Growth, Scale and Commercialization of Metamaterials. Ultimately, the deal is worth over $70 million.. I think the main risk for the bear case is a second short squeeze, like what happened at GameStop in March. Metamaterial is listed on the CSE. Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. There is no share available for short selling at Torchlight. Upon closing, these two bridge loans, including the aggregate principal and unpaid interest, are to be included in, and credited against, the$10 millionpre-closing financing described above, with such notes to be deemed cancelled and paid in full. See here for a complete list of exchanges and delays. Looking like March 12 for merger date? META's innovations have been reported in popular technology magazines such as Wired.com "Bizarre New Materials Could Make Bendy Phones That Work" and the Financial Times which listed the category of metamaterials in their "50 Ideas To Change The World" in a special annual report. Combine this sector with other markets like advanced materials, IoT, medical, energy, aerospace, and automotive markets, and the market opportunity grows beyond $3 trillion. The proxy statement/prospectus will be mailed to Torchlights Shareholders. Holders of Exchangeable Shares will be entitled to cast votes on matters for which holders of Torchlight common stock are entitled to vote and will be entitled to receive dividends that are economically equivalent to the dividends declared by Torchlight with respect to its common stock. I have no business relationship with any company whose stock is mentioned in this article. META has a growing patent portfolio with three core technologies; holographic, lithographic, and wireless sensing, designed for high volume applications. Financials The finances of META do not, in my opinion, create an accurate picture. It has gone up significantly since the merger announcement. This year is weird. 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. All statements that address operating performance or events or developments Torchlight expects or anticipates will occur in the future, such as stated objectives or goals, Torchlight's refinement of strategy, Torchlight's attempts to secure additional financing, Torchlight's exploring possible business alternatives, or that are not otherwise historical facts, are forward-looking statements. 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. Many emerging technologies have historically been adopted by the automotive industry to improve performance, safety and comfort. Through this reverse merger Torchlight receives a 25% stake in META. Torchlight Energy Resources, Inc. (TRCH), based in Plano, Texas, is a high growth oil and gas Exploration and Production (E&P) company with a primary objective of acquisition and development of domestic oil fields. META is changing the way we use, interact with, and benefit from light and other forms of energy. Metamaterial closed at only $0.58 on 12/14/20. The company added that capacity could be increased to 200,000 units per month with the addition of a second, eight-hour shift. The recent loan from Torchlight does not figure into the numbers below. This February META acquired Interglass Technology AG of Switzerland, their IP and over 70 patents. 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. Looking forward to March 12th. For additional information on Torchlight, please visit www.torchlightenergy.com. They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered. Liquidity is low on. 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. 60 Highfield Park Dr, Dartmouth, NS B3A 4R9 Canada, Tel: 1-902-482-5729 At the time of the merger announcement, on the close of 12/14/20, Metamaterial was valued at much less. With its four full-time employees, Torchlights business doesnt seem like it should attract the sort of social media love that it has. 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. This confirms to us that our analysis on TRCH is correct. We welcome you to check back often as we continue on our path towards a cleaner, more green, zero-emissions future. 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. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created by those sections. META has an extensive intellectual property portfolio, a global presence and multiple R&D and product development agreements with government agencies and private enterprises. The following is a summary of the key terms of the Proposed Transaction as contemplated by the LOI. Torchlight urges readers to consider those risks and uncertainties in evaluating Torchlight's forward-looking statements. 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. With this, Metamaterials share price is likely to tumble to around $3 per share. Orogrande Basin 134,000 acre lease 72.5% interest (97,150 net acres), the site has had several successful test wells drilled. The stock price of Torchlight Energy Resources Inc (NASDAQ: TRCH) is trading at over 10% pre-market as of 7:14 AM ET. We don't think the spinoff will end up being worth much more than what TRCH shares were worth in November, which was about $0.25-$0.40 per share. However, what the MF article doesn't seem to realize, is that the conversion of debt to equity is part of the merger agreement. His Substack newsletter,TLV Strategist, covers the Israel business scene. 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. The deal includes plans to divest the legacy energy assets. 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. I am excited to work with the META team and equally excited about the outcome for our faithful Torchlight shareholders.. 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. 29 2021, Published 1:58 p.m. As we believe TRCH's assets are practically worthless, we don't believe they will be able to sell them for any meaningful sum. 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. Metamaterial and it has little to do with the company itself. Torchlight has engaged Roth Capital Partners as financial advisor and Stikeman Elliott LLP and K&L Gates LLP as legal advisors, and Metamaterial has engaged Hamilton Clark and Cormark Securities as financial advisors and Fasken Martineau DuMoulin LLP andWilson Sonsini Goodrich& Rosati P.C. 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. These will be ultra-thin, light, flexible, can be applied to flat or curved surfaces and will be able to add onboard power and charging. Torchlight Energy and Metamaterial (MMATF) announced the signing of a definite agreement on 12/14/20 for a business combination. 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. 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. After the merger and up-listing to the NASDAQ, I expect META to be trading no lower than $5. The story is narrative-driven and its not prudent to use traditional metrics such as P/S, P/E, or EV/EBITDA. Liquidity is low on the OTC market and there is no data on the availability of Metamaterial for sale. I view Metamaterial as an interesting startup in a rapidly growing sector, whose valuation has soared due to a short squeeze at Torchlight. It also announced plans for the merger of the company to close today. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. like what happened at GameStop in March. Is this happening to you frequently? How can investors take part in this move? Our Standards: The Thomson Reuters Trust Principles. 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. Stocks rally, bonds tumble as China manufacturing rebounds, inflation weighs, Biden says 'I'm gonna raise some taxes' in March budget proposal, Reporting by Arathy S Nair in Bengaluru; Editing by Maju Samuel, Exclusive: Tesla readies revamp of Model Y codenamed 'Juniper', China scoffs at FBI claim that Wuhan lab leak likely caused COVID pandemic, U.S. Air Force flags plans to buy 26 E-7 planes from Boeing, Caterpillar reaches tentative deal with union, averting possible strike, Exclusive news, data and analytics for financial market professionals. Automotive HUD See Solution De-icing / De-fogging See Solution Transparent Antennas See Solution ?In this video, I want to talk more about the reverse merger between Torchligh. Ive already covered one short squeeze selling opportunity in 2021. Whatever value TRCH's oil and gas projects end up being won't be significant in our opinion. Using that market cap, that puts TRCH's value at only $48M x 25% = $12.12M. META's CEO, George Palikaras to be appointed CEO of the Combined Company, along with the appointment of a new CFO. 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. The following is the 3-month chart for TRCH: TRCH closed at $0.46 on 12/17/20. 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. "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. Two of the project sites are under contract to be sold and the largest asset, the Orogrande site, is likely an extension of the Permian Basin and is being marketed to major and super major oil companies. "During the past six months the oil and gas market has softened due to the economic slowdown resulting from the pandemic," stated John Brda, Torchlight's CEO. META is headquartered in Dartmouth, Nova Scotia and has offices in London, UK and Pleasanton, California. "I am excited to work with them and equally excited about the outcome for our faithful Torchlight shareholders. Email:[emailprotected]. Copyright Accordingly, readers should not place undue reliance on any forward-looking statements or information. Merger Metals LLC has over 40 years of Industry Experience. (Edited after IR clarification) The special dividend will be as of the record date, which has not been determined. Metamaterials Technologies, known as META ( MMATF :US MMAT :CAN) is currently trading at $2.66 as of 02.27.2021. $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. 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.. 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. At this point I think their customer service reps probably have PhDs. A place to find gems and meet new friends. 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. Torchlight has engaged Roth Capital Partners as financial advisor in connection with the transaction. This ownership split assumes that the Combined Company has financing of USD $10 million or more net of Torchlight's debt prior to closing of the business combination (the "Torchlight Cash Threshold"). If it's a value stock - great. That short squeeze lasted just one week. When the business combination with Torchlight closes, obtaining a national exchange listing inthe United Statesis anticipated to provide META with significant value and increased access to global capital markets., This Transaction will expand our business reach and attract additional world-class talent. Metamaterial offers proven disruptive technology with strong environmental, social and governance (ESG) priorities. 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. All statements in this release that are not based on historical fact are "forward looking statements." 333-213390) containing a joint proxy statement/prospectus of SolarCity and Tesla. TRCH shareholders will receive a 25% equity interest in the combined company, while MMAT shareholders will receive a 75% interest. 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.". Recall that the company plans to merge with Metamaterial(OTCMKTS:MMATF), which makes advanced materials. All rights reserved. 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. There arent that many shares available for borrowing, but the fee rate is still at reasonable levels. 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. As you can see, there are many possible valuations. Note that the company isn't promoting the business itself, but this is being done by a significant number of retail investors and traders. The reason why investing in short squeezes is a bad idea is because they dont last long. I wrote this article myself, and it expresses my own opinions. Copyright 2023 InvestorPlace Media, LLC. It did sell its interest in its Winkler Project in November for $450K, but that's not a significant sum. Such statements are based on the current expectations and views of future events of the management of Metamaterial and are based on assumptions and subject to risks and uncertainties. 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