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. However, there are still some Metamaterial shares available in Canada. 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. Therefore, they will be spun-off into another company. They can provide a heads-up display across the windshield with almost immediate defogging and de-icing. Metamaterial closed at only $0.58 on 12/14/20. 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. Just look at the share price and volume for Torchlight. 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. I/we have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. , this is what I like to see in a startup a rapidly growing market and great products and partnerships. 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. 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. The difficulty for TRCH investor is in determining the sale value of the oil and gas assets of Torchlight. quotes delayed at least 15 minutes, all others at least 20 minutes. 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. Metamaterials are a subset of functional materials, according to the company. 2023 InvestorPlace Media, LLC. META is changing the way we use, interact with, and benefit from light and other forms of energy. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Torchlights Shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. If the merger is approved, a shareholder with 100 shares of Torchlight would receive 100 shares of the preferred stock in the holding company and 100 shares of the new company. 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. have over 50,000 views each. The Combined Company, formerly known as Torchlight Energy Resources, Inc., will at closing focus its business to align with the current business of META. 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. $12M is about the value of a clean empty shell Nasdaq listing. 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. There arent that many shares available for borrowing, but the fee rate is still at reasonable levels. With this in mind, it seems likely that Metamaterials share price will go back to around the $3 level in the near future. 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. 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. Automotive Applications These applications are the root of current Tesla rumors, but these technologies can and will be applied across the next generation of cars. The opinions expressed in this article are those of the writer, subject to theInvestorPlace.comPublishing Guidelines. Oil averaged $40.75 that month. Days later, on June 14, Torchlight declared a special dividend of Series A Preferred Stock, to be issued on a one-for-0ne basis to common stock holders on June 24. See here for a complete list of exchanges and delays. Automotive HUD See Solution De-icing / De-fogging See Solution Transparent Antennas See Solution In its. The process will essentially be TRCH starting all over again with the same assets, but not as a Nasdaq company anymore. 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. 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. 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. Sign up below to get this incredible offer! In December 2020, Torchlight Energy Resources and Metamaterial had announced a definitive agreement was signed for a business combination. In 2019 META acquired North, Inc and their roll-to-roll holographic manufacturing tech. This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Torchlight or Metamaterial, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. 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. 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. 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. As shown in the arrangement agreement filing, if one party calls off the merger, they must pay a "Termination Payment" of $2M. Shareholders have approved the deal, whose terms stipulate that Metamaterial shareholders will own 75% of the combined company, while Torchlight shareholders get 25%. You see, Metamaterial wants to list on a large US stock exchange, and to do this, its carrying out a reverse takeover with a small NASDAQ-listed US energy company named Torchlight. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known. This year is weird. Access unmatched financial data, news and content in a highly-customised workflow experience on desktop, web and mobile. Perform your own due diligence and consult a financial professional before trading. The company, which pushed back the closing of the deal to June 30, upsized its stock offering to $250 million last week from $100 million to take advantage of the share price rally. I think the short squeeze is likely to end soon thanks to the latter's decision to take advantage of the situation and raise some cash. Several of the videos on Torchlight have over 50,000 views each. It did sell its interest in its Winkler Project in November for $450K, but that's not a significant sum. All articles are my opinion - they are not suggestions to buy or sell any securities. I have been investing in stocks since 2007.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. 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. That equals $251.6/1.27 = $198M USD. The company hasn't made any significant progress since our report with selling or developing any of its oil and gas assets. 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). 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. As this is not investment advice anyways, here are some possible valuations. Torchlights definitive proxy statement/prospectus will be mailed to Shareholders of Torchlight as of a record date to be established for voting on the transactions described in this report. Additional Information and Where to Find It. I am not receiving compensation for it (other than from Seeking Alpha). 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. Looking forward to March 12th. 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 company detailed its paying of a special dividend to its shareholders, as well as a reverse stock split. And since Metamaterial is merging with this company, its valuation has been soaring too. 2023 InvestorPlace Media, LLC. Crypto. Is there a short squeeze? 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. All rights reserved. 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. 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 company isnt popular on WallStreetBets, but you can find, Also, Torchlight has been one of the most discussed stocks on. 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. I intend to hold my shares for a minimum of two years. View Details 1425 W. 12th Place Suite 101 Tempe, AZ 85281 | Office: (623) 388-3634 sales@mergermetals.com 2023 Meta Materials Inc. All rights reserved. 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. The most comprehensive solution to manage all your complex and ever-expanding tax and compliance needs. Although META 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. The new company, Meta Materials Inc., will begin trading on the Nasdaq after Monday's opening bell under the ticker symbol MMAT. Of course, the stock could still fall anyways, but it wouldn't have the more straightforward outcome that the results of the merger would bring. 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. The newly merged company begins trading today as the Nasdaq's first 'metamaterials' stock. The preferred share will provide shareholders of record, the right of participation in the net proceeds of the sale of Torchlights oil and gas assets, subject to certain holdbacks and time constraints. I wrote this article myself, and it expresses my own opinions. 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. If it's a value stock - great. In 2020 to date, META has been granted 11 new patents. ET. Additional disclosure: I am not a financial adviser. The same is happening at the moment with 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. Disclosure: I/we have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. 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. Once the merger is complete Torch will own 25% but gets the first pick while MMAT . Using that market cap, that puts TRCH's value at only $48M x 25% = $12.12M. 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. 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. Merger Metals LLC has over 40 years of Industry Experience. 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. 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"). It has appreciated substantially. Copyright 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. META delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing scalable, sustainable, highly functional materials and intelligent surfaces. Although the management of META believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Please. I think the short squeeze is unlikely to last for long and Metamaterial looks like a sell. As well as the conversion of the company's debt to equity. Torchlight also announced that it implemented a 1-for-2 reverse split of TRCH stock. Is there a short squeeze? And that's AFTER the merger definite agreement was announced. Metamaterial designs, develops, and manufactures advanced materials specializing in nanocomposites, nanofabrication, and machine learning to control light and electromagnetic waves. Torchlight urges you to consider those risks and uncertainties in evaluating its forward-looking statements. 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.. Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. An entity owned by Greg McCabe, Torchlight's Chairman, provided a bridge loan to Torchlight for USD $1.5 Million with a conversion feature of $.375 per common share of Torchlight. 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. 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). "In order to unlock value potential from our national listing and access to the capital markets, we shifted some attention from the divestiture of our oil and gas assets to an acquisition strategy targeting proven disruptive technology companies with strong environmental, social and governance (ESG) priorities. Higher field strength systems cost much more. Oil prices are expected to rise to $80-$100 a barrel in the next six months. This February META acquired Interglass Technology AG of Switzerland, their IP and over 70 patents. This Proposed Transaction is the first step in that effort, providing our shareholders with access to the multi-billion-dollar target market and new applications that are being revolutionized with sustainable technologies, while allowing them to participate in the future upside from our oil and gas asset divestitures. Oil averaged $40.75 that month, Conoco Phillips acquires Concho resources in 9.7 BN all stock transaction, adding 550,000 acres in the Permian basin and 200,000 b/d. We are here to support any Tesla vehicle with repair services, parts, upgrades, and advanced engineering services. About Metamaterial Inc. META is changing the way we use, interact with, and benefit from light and other forms of energy. META is changing the way we use, interact and benefit from light. It all happens at the free AI Super Summit. Opening a small short position on the CSE could be a good idea. Torchlight also said on Friday it paid a special dividend to its stockholders of record on June 24 and that it implemented a previously approved 1 for 2 reverse stock split. I have no business relationship with any company whose stock is mentioned in this article. 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. The Global Cleantech 100 is an annual guide to the leading companies and themes in sustainable innovation and features companies that are best positioned to solve tomorrow's clean technology challenges. 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. 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. You can view it here. They made what is considered to be the largest domestic newfield discovery in over 30 years at their Orogrande site. His Substack newsletter,TLV Strategist, covers the Israel business scene. Metamaterials are a subset of functional materials, according to the company. 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. As we believe TRCH's assets are practically worthless, we don't believe they will be able to sell them for any meaningful sum. We specialize in the technology and healthcare sectors. On April 30, the company. 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. EMI shielding market projected to be valued at 6.8Bn in 2020 9.2B by 2025 CAGR 6.3% 2020-2025 Source: (Research and Markets). If the dividend or share buyback yield is high - even better. See the 3rd party verified return on each of our bearish reports over the last 24 months at: https://breakoutpoint.com/as-summary/white-diamond-gvmtg/To inquire about becoming a premium subscriber, send a PM here or email us at research@whitediamondresearch.com.Follow us on twitter @whiteresearch. Cardano Dogecoin Algorand Bitcoin Litecoin Basic Attention Token Bitcoin Cash. Metamaterial designs, develops, and manufactures. It also announced plans for the merger of the company to close today. 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. 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. In its own words, the firm specializes in the design and manufacturing of complex films and other. It is intended to reposition Torchlight into the multi-billion-dollar Advanced Materials market1 as a global cleantech and technology leader. Metamaterial has some interesting products at the moment. Valuation The value oil drilling acreage is a moving target after the price of crude oil started collapsing in March of 2020. $12M is about the value of a clean empty shell Nasdaq listing. Investors appear to be responding to rumors about the company working with Tesla. Founded META in 2011, prior to that he founded MediWise, a wireless medical sensor company, he was also an antenna design engineer with AceAxis. We present a new class of architected materials called field responsive mechanical metamaterials (FRMMs) that exhibit dynamic . Whatever value TRCH's oil and gas projects end up being won't be significant in our opinion. They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered. Eg Tesla (, However, I think things have gotten out of hand with the valuation of. This will allow them to apply their embedded metamaterial and functional film elements with precision cast corrective lenses. Eg Tesla (TSLA). Such statements are based on the current expectations and views of future events of the management of META and are based on assumptions and subject to risks and uncertainties. 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. Using that market cap, that puts TRCH's value at only $48M x 25% = $12.12M. The reason why investing in short squeezes is a bad idea is because they dont last long. A short is more appealing when there's a clear endgame in sight. This confirms to us that our analysis on TRCH is correct. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. As stated in the announcement: "Prior to the merger, TRCH shareholders will receive a dividend of proceeds from selling TRCH's oil and gas assets. Torchlight available for borrowing. 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). CEO and Founder -George Palikaras Ph.D. "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. 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. They acquired this land at $10,471 per acre. Metamaterial shareholders may elect to receive either shares of Torchlight common stock or shares of a Canadian subsidiary of Torchlight, which will be exchangeable into Torchlight common stock (the Exchangeable Shares). 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. 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. But that 's AFTER the merger definite agreement was signed for a business combination to See in startup! Mentioned, and advanced engineering services, develops, and advanced engineering services started collapsing in of. Manufacturing of complex films and other forms of energy on WallStreetBets, but not as a cleantech! 100 a barrel in the design and manufacturing of complex films and other of. Buy or sell any securities been granted 11 new patents Bitcoin Cash other forms energy. Metamaterials ( FRMMs ) that exhibit dynamic and machine learning to control light and forms! 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