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). Ultimately, the deal is worth over $70 million.. 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. Theres even room for more lines. Our extensive technology platform is software and AI-design driven. 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. Combine this sector with other markets like advanced materials, IoT, medical, energy, aerospace, and automotive markets, and the market opportunity grows beyond $3 trillion. That would bring a per share value to TRCH of $12.12M/143M = ~$0.08. We look forward to driving significant opportunity for the combined company and all shareholders in our mission to make every product that we produce smarter and more sustainable by harnessing the power of light and advanced material innovations.. Metamaterial operates under the META brand and is a smart materials and photonics company. Torchlight investors will get, non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. Browse an unrivalled portfolio of real-time and historical market data and insights from worldwide sources and experts. have over 50,000 views each. 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. The companys partners and customers include a lot of recognizable names. 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. All quotes delayed a minimum of 15 minutes. There are no shares of Torchlight available for borrowing. Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. Torchlight announced Friday that its. Disclosure: I/we have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. 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. I wrote this article myself, and it expresses my own opinions. 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. Valuation The value oil drilling acreage is a moving target after the price of crude oil started collapsing in March of 2020. 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. I could not find anyone willing to go on record. Once the merger is complete Torch will own 25% but gets the first pick while MMAT . Metamaterials Technologies, known as META ( MMATF :US MMAT :CAN) is currently trading at $2.66 as of 02.27.2021. Reuters provides business, financial, national and international news to professionals via desktop terminals, the world's media organizations, industry events and directly to consumers. META has a total of 52 granted and 37 pending patent applications, including 26 in the United States and 63 in 18 other countries around the world. As of the close of 2/16/21, Metamaterial was worth $3.01 CAD x 83.6M shares outstanding = $251.6M CAD. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. Metamaterial operates under the META brand and is a smart materials and photonics company. The stock price of Torchlight Energy Resources Inc (NASDAQ: TRCH) is trading at over 10% pre-market as of 7:14 AM ET. It has appreciated substantially. CFO & EVP - Ken Rice has a JD, MBA and a Master of Laws in taxation, he works as in-house counsel and is charge of financing efforts and progressing Metas medical products initiatives. 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. It will likely be spun off onto the OTC exchange. The company hasn't made any significant progress since our report with selling or developing any of its oil and gas assets. Lorem ipsum dolor sit amet, consectetur adipiscing elit. Disclosure: I am/we are short TRCH. The merger was analyzed by SA contributor Safety In Value back in March. This transaction is similar to the popular deals involving. META's CEO, George Palikaras to be appointed CEO of the Combined Company, along with the appointment of a new CFO. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. 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 has assets focused in West and Central Texas where their targets are established plays such as the Permian Basin. CTO and Chairman Dr. Waldern founded DigiLens and Retinal Displays, Inc., he holds a PhD in Computer Science Virtual Reality, he has over 170 patents and specializes in waveguides. 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. The current price of West Texas Intermediate (WTI)is currently $61.50 barrel. 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. As a result of the transaction and our recent ATM offerings, META now has over $160 million in cash and a virtually debt free balance sheet with approximately 285 million shares issued and outstanding after the 2 to 1 reverse split. META has a growing patent portfolio and is currently developing new materials with diverse applications in concert with companies in the automotive, aerospace, energy, consumer electronics and medical industries. as legal advisors. Energy Applications META is currently working with Lockheed Martin and MTI to create metaSolar a NanoWeb based solar thin films that will increase solar cell efficiency by capturing light from all angles and light that would otherwise be reflected. Effectively, TRCH's business will be extracted from the Nasdaq listing and put aside into an OTC listing where it will go to "die". Through this reverse merger Torchlight receives a 25% stake in META. The transaction is essentially a reverse merger, with Metamaterial getting a NASDAQ listing for their firm,. Information concerning the interests of Torchlights and Metamaterials participants in the solicitation, which may, in some cases, be different than those of Torchlights and Metamaterials equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. A video interview with both CEO's and Torchlight's Chairman will be available this week and separately announced with links provided. Need more information or have an interview request? The proxy statement/prospectus will be mailed to Torchlights Shareholders. TRCH has risen as much as 400% since the beginning of the year, and has doubled over the last week. I think the short squeeze is likely to end soon thanks. 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. Automotive HUD See Solution De-icing / De-fogging See Solution Transparent Antennas See Solution Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. Torchlight Energy and Metamaterial (MMATF) announced the signing of a definite agreement on 12/14/20 for a business combination. (5) NanoWeb - A Revolutionary Transparent Conductive Film - YouTube. Opening a small short position on the CSE could be a good idea. 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. Of course, they will additionally get whatever TRCH can sell its assets for or whatever their share is worth from the TRCH asset spinoff. 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. 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 wrote this article myself, and it expresses my own opinions. As Cathie Wood stated in the last ARK webinar, she is anticipating a bifurcated V-shaped recovery which will reward companies that have invested in innovation rather than in pandering to shareholders. Today, I want to talk about how an interesting Canadian startup named Metamaterial (. It is intended to reposition Torchlight into the multi-billion-dollar Advanced Materials market1 as a global cleantech and technology leader. InvestorPlace contributor Robert Lakin is a veteran financial writer and editor, including previous stints with Bloomberg News and as a buyside equity research editor. 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. The deal includes plans to divest the legacy energy assets. "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. It sounds like the merger vote will occur sometime around mid-March. META has a growing patent portfolio with three core. After 10 years of scientific discovery and application development, Meta Materials is now the first Nasdaq-listed metamaterials company, joining the worlds premier exchange for technology companies, noted George Palikaras, the companys founding president and CEO. The company isnt popular on WallStreetBets, but you can find, Also, Torchlight has been one of the most discussed stocks on. 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 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. 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. They can provide a heads-up display across the windshield with almost immediate defogging and de-icing. 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. We believe this Transaction provides our shareholders with the best opportunity moving forward. Since 2011, approximately CAD $60MM has been invested in META, yielding a sizable IP portfolio. The company it's combining with, Metamaterial, has no interest in TRCH's business or assets. The Combined Company shall use its commercially reasonable efforts to cause the Torchlight oil and gas assets to be sold by June 30th, 2021. Screen for heightened risk individual and entities globally to help uncover hidden risks in business relationships and human networks. His Substack newsletter,TLV Strategist, covers the Israel business scene. After the merger is complete META will be the company name and it will be listed on the NASDAQ. Metamaterials (MMATF) and Tesla (TSLA) Rumors | Why it COULD MAKE SENSE! ), 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. The industry leader for online information for tax, accounting and finance professionals. ", "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. 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. At the time of the merger announcement, on the close of 12/14/20, Metamaterial was valued at much less. 333-213390) containing a joint proxy statement/prospectus of SolarCity and Tesla. Additional risks and uncertainties are described in or implied by the Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations sections of Torchlights 2019 Annual Report on Form 10-K, filed onMarch 16, 2020and other reports filed from time to time with the SEC. All rights reserved. 1125 N. Charles St, Baltimore, MD 21201. What could be a risk, is if the merger is called off. 2023 InvestorPlace Media, LLC. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. Our Standards: The Thomson Reuters Trust Principles. I am not receiving compensation for it (other than from Seeking Alpha). Shareholders have approved the deal, whose terms stipulate that Metamaterial. 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