Torchlight Energy Resources, Inc. (TRCH), based inPlano, 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. The same is happening at the moment with 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. 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. This February META acquired Interglass Technology AG of Switzerland, their IP and over 70 patents. 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. All rights reserved. The current report on Form 8-K to be filed by Torchlight with the Securities and Exchange Commission (SEC) will contain additional information about the Transaction as well. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. 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. A pending merger bought a couple of extra days, enough to ensure a special dividend is paid in time. No forward-looking statement can be guaranteed. The following is a summary of the key terms of the pending Transaction as contemplated by the Arrangement Agreement. Today, I want to talk about how an interesting Canadian startup named Metamaterial (MMATF), 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:TRCH). Additional details will be announced if and when a Definitive Agreement is reached. If the dividend or share buyback yield is high - even better. 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 Company quickly made itself known as an expert in the field of high-tech materials. META partnered with Airbus to develop and commercialize this technology. All articles are my opinion - they are not suggestions to buy or sell any securities. 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. The shares, however, gave up some of the gains after the company upsized its stock offering. META shall appoint the 5 remaining members of the Board, which members must include the required number of independent members to maintain the NASDAQ listing requirement. 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. 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. Short squeezes rarely last long and Torchlight is selling shares, which is a very good scenario to take a short position. 2023 Meta Materials Inc. All rights reserved. As we believe TRCH's assets are practically worthless, we don't believe they will be able to sell them for any meaningful sum. 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"). "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. If it's a value stock - great. After the conversion it no longer has any term debt and two projects will have liens removed from them, as they backed the loan that was converted. In 2020 to date, META has been granted 11 new patents. Crypto. The company detailed its paying of a special dividend to its shareholders, as well as a reverse stock split. Liquidity is low on the OTC market and there is no data on the availability of Metamaterial for sale. On the date of publication, Robert Lakin did not have (either directly or indirectly) any positions in the securities mentioned in this article. Sign up below to get this incredible offer! TRCH has risen as much as 400% since the beginning of the year, and has doubled over the last week. Metamaterials are a subset of functional materials, according to the company. Torchlight, Metamaterial and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Torchlight Shareholders in connection with the proposed business combination. 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. Do you remember the GameStop (NYSE:GME) short squeeze? Drilling rights in the Permian Basin of West Texas and New Mexico averaged about $24,000 an acre in recent deals, down 67% from 2018, according to Rystad Energy, an Oslo-based research firm. In a reverse takeover to list on the Nasdaq and access the U.S. capital markets, Metamaterial Inc, a smart materials and photonics company, last year agreed to merge with Torchlight, an oil and gas producer. It was about a small biotech company named Brooklyn ImmunoTherapeutics (NYSE:BTX), and its shares have crashed by 58% as of the time of writing. Its a win-win situation for both. We are here to support any Tesla vehicle with repair services, parts, upgrades, and advanced engineering services. 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 proxy statement/prospectus will be mailed to Torchlights Shareholders. 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. I think the main risk for the bear case is a second short squeeze. Torchlight Energy is currently an oil and gas exploration company. 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). In connection with the proposed merger, Tesla has filed with the SEC a Registration Statement on Form S-4 (Registration Statement No. 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. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known. Lorem ipsum dolor sit amet, consectetur adipiscing elit. . 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. All rights reserved. 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 . The company stated that it believes it will be positioned to capture a significant portion of this market by being able to mass manufacture, on a cost-effective basis, the required holographic optical components for the augmented reality smart glasses market. The deal includes plans to divest the legacy energy assets. Torchlight cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Torchlight has assets focused in West andCentral Texaswhere their targets are established plays such as the Permian Basin. 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. - Andr Kostolany. Electro Optical & Infrared Systems (EO/IR). The newly merged company begins trading today as the Nasdaq's first 'metamaterials' stock. 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. 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. Using that market cap, that puts TRCH's value at only $48M x 25% = $12.12M. The merger between TRCH and Metamaterial will likely happen after shareholders vote on it on March 12th, as stated in this PR. Stoking some of the chat is a merger announcement on June 11 regarding Torchlight and Metamaterial (OTCMKTS: MMATF ), which makes advanced materials. There can be no assurances that a transaction will be consummated as a result of the LOI. , this is what I like to see in a startup a rapidly growing market and great products and partnerships. "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. Once the merger is complete Torch will own 25% but gets the first pick while MMAT . Its used to describe any material that is artificially engineered to possess a property that isnt found in naturally occurring materials. Nasdaq Since 2011, approximately CAD $60MM has been invested in META, yielding a sizable IP portfolio. I have no preference for sectors or countries - I'm as comfortable owning a part of a cement miner in Peru as holding shares in a wheat farming firm in Bulgaria. Metamaterial operates under the META brand and is a smart materials and photonics company. 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. Torchlight also announced that it implemented a 1 . In December 2020, Torchlight Energy Resources and Metamaterial had announced a definitive agreement was signed for a business combination. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. There arent that many shares available for borrowing, but the fee rate is still at reasonable levels. They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered. Browse an unrivalled portfolio of real-time and historical market data and insights from worldwide sources and experts. They acquired this land at $10,471 per acre. If no sales occur, then they will receive an equity interest in a spin-off entity that holds TRCH remaining oil and gas assets.". Nasdaq 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. 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. All rights reserved. We believe this Transaction provides our shareholders with the best opportunity moving forward. Screen for heightened risk individual and entities globally to help uncover hidden risks in business relationships and human networks. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements as a result of various factors, including those risks and uncertainties described in or implied by the Risk Factors and in Management's Discussion and Analysis of Financial Condition and Results of Operations sections of Torchlight's 2019 Annual Report on Form 10-K, filed on March 16, 2020 and Torchlight's other reports filed from time to time with the Securities and Exchange Commission. Of course, they will additionally get whatever TRCH can sell its assets for or whatever their share is worth from the TRCH asset spinoff. Email:[emailprotected]. (you can quote me on this). 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. commented Ram Ramkumar, Metamaterial's Chairman. We are very excited to sign the definitive agreement with Metamaterial, statedJohn Brda, Torchlights CEO. I have no business relationship with any company whose stock is mentioned in this article. I view it as likely since there are no shares available for short-selling as of the time of writing, according to data from Fintel. I have no business relationship with any company whose stock is mentioned in this article. 60 Highfield Park Dr, Dartmouth, NS B3A 4R9 Canada, Tel: 1-902-482-5729 Financials The finances of META do not, in my opinion, create an accurate picture. However, there are still some Metamaterial shares available in Canada. (Source: Interactive Brokers, using a paper trading account). Torchlight shareholders on the record date will be entitled to receive a preferred stock dividend, payable immediately prior to the closing of the Transaction, that entitles them to their pro rata share of any proceeds resulting from any sale of Torchlights oil and gas assets that occurs on the earlier ofDecember 31, 2021or six months from the closing of the Transaction, and, after such time if such sales are not complete, will be entitled to receive a pro rata equity interest in a spin-off entity that holds Torchlights remaining oil and gas assets, subject to certain conditions. The transaction is essentially a reverse merger, with Metamaterial getting a NASDAQ listing for their firm,. There are no shares of Torchlight available for borrowing. To learn more visit www.metamaterial.com. 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. 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. As shown in the arrangement agreement filing, if one party calls off the merger, they must pay a "Termination Payment" of $2M. GameStops January short squeeze lasted just around two weeks and ended just as mainstream media picked up the story. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. You can view it here. If you have an ad-blocker enabled you may be blocked from proceeding. 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. Metamaterial and it has little to do with the company itself. While they do have revenue and have partnered with major companies (Samsung, Boeing, Airbus), I am thinking of them more in terms of a pre-revenue IPO. Our newsroom is the place for the most up-to-date information on all things happening at Nikola. The companys main focus has historically been on the acquisition and development of highly profitable domestic oil fields, with interests in Texas, including the Permian Basin and the Eagle Ford Shale. I think the short squeeze is likely to end soon thanks. Is there a short squeeze? The opinions expressed in this article are those of the writer, subject to the InvestorPlace.comPublishing Guidelines. Metamaterials Technologies, known as META ( MMATF :US MMAT :CAN) is currently trading at $2.66 as of 02.27.2021. 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. Metamaterials are a subset of functional materials, according to the company. Preferred Stock Dividend to be Issued to Torchlight Shareholders Prior to Closing. As shown in Metamaterial's executive statements above, there is no mention at all of any value to TRCH or its assets. It has gone up significantly since the merger announcement. TRCH shareholders will receive a 25% equity interest in the combined company, while MMAT shareholders will receive a 75% interest. 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. Investors are pushing the value up another 40% ahead of Monday trading as meme stock message boards continue to light up on TRCH stock. 2023 InvestorPlace Media, LLC. 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. It has been our goal for META to be a NASDAQ-listed company," stated George Palikaras, President & CEO of Metamaterial. In March of 2020, Torchlight decided to pivot their entire operation and and to divest all of oil and gas assets and to embark on a reverse merger with a future focused company. The whole stock market depends only on whether there are more shares than idiots or more idiots than shares. HALIFAX, NS / ACCESSWIRE / August 5, 2021 / Meta Materials Inc. (the "Company" or "META ") (NASDAQ:MMAT . 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. The Combined Company, formerly known as Torchlight Energy Resources, Inc., will at closing focus its business to align with the current business of META. There is no share available for short selling at Torchlight. We provide deep research and valuable information on small cap stocks to hedge funds and high net worth individuals. Basically, Metamaterial shareholders get 75% of the new company. Automotive HUD See Solution De-icing / De-fogging See Solution Transparent Antennas See Solution 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. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Metamaterial 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. Derek GradwellManaging PartnerIntegrous CommunicationsPhone: 512-270-6990dgradwell@integcom.usir@torchlightenergy.com, Graham FarrellHarbor Access LLC(416) 842 9003Graham.Farrell@HarborAccessllc.com, Mark KomonoskiDirector Capital Markets and IRMetamaterial Inc.Phone: 1-877-255-8483mark@metamaterial.com. Sign up below to get this incredible offer! The industry leader for online information for tax, accounting and finance professionals. 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. That short squeeze lasted just one week. Readers are cautioned to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. Torchlight stock closed at $4.95 a share Friday, and Meta Material. 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. Founded META in 2011, prior to that he founded MediWise, a wireless medical sensor company, he was also an antenna design engineer with AceAxis. Metamaterial Inc. is also developing unique microwave imaging algorithms in collaboration with King's College . I wrote this article myself, and it expresses my own opinions. On that date, the company . Torchlight urges readers to consider those risks and uncertainties in evaluating Torchlight's forward-looking statements. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. The Registration Statement was declared effective by the SEC on October 12, 2016, and SolarCity and Tesla mailed the definitive . Torchlight Energy (TRCH) is currently trading at $2.48, with a 356.15m market cap, 143.61m shares. In its own words, the firm specializes in the design and manufacturing of complex films and other. The current price of West Texas Intermediate (WTI)is currently $61.50 barrel. And that's AFTER the merger definite agreement was announced. These documents, once available, can also be obtained, without charge, at the SECs web site (http://www.sec.gov). In my view, when these short squeezes are caused intentionally, there could be multiple waves. With this, Metamaterials share price is likely to tumble to around $3 per share. (5) NanoWeb - A Revolutionary Transparent Conductive Film - YouTube. It would probably fall on this news, as it has also appreciated significantly over the last few months likely due to the anticipated merger. Metamaterial offers proven disruptive technology with strong environmental, social and governance (ESG) priorities. 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. Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. On the date of publication, Robert Lakin did not have (either directly or indirectly) any positions in the securities mentioned in this article. I view Metamaterial as an interesting startup in a rapidly growing sector, whose valuation has soared due to a short squeeze at Torchlight. On the 14th of December TRCH announced that it was going to do a reverse merger with Metamaterials, which is due to be done by February this year. Of the key terms of the writer, subject to the company quickly made itself known as META MMATF! 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