Torchlight and Metamaterial will prepare a proxy statement/prospectus for Torchlights Shareholders to be filed with the SEC. Before GameStop, the most famous case was in 2008 when German auto giant Volkswagen (. 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. That was a huge move for the exploration and production company because it helped to clean up Torchlight's balance sheet. Automotive HUD See Solution De-icing / De-fogging See Solution Transparent Antennas See Solution Upon completion of the Transaction, shareholders of Metamaterial are expected to hold an approximate 75% equity interest in the combined company while Torchlight shareholders will retain an approximate 25% equity interest in the combined company, subject to the pre-closing financing described below. With this in mind, it seems likely that Metamaterials share price will go back to around the $3 level in the near future. Basically, Metamaterial shareholders get 75% of the new company. Post from CEO of Metamaterial saying first step of merger is complete. On that date, the company . Torchlight. It is intended to reposition Torchlight into the multi-billion-dollar Advanced Materials market1 as a global cleantech and technology leader. Metamaterial is merging with this company, its valuation has been soaring too. 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. Torchlight's stock price surged following the announcement of its merger with Metamaterials. As well as the conversion of the company's debt to equity. Need more information or have an interview request? Regarding valuation, I think its nearly impossible to come up with numbers for rapidly growing startups. The assets of Torchlight energy include three project sites, an experienced management team, access to capital, and a NASDAQ listing. That short squeeze lasted just one week. They just received a 10m loan from Torchlight to continue this expansion. In November 2020, Torchlight extended an existing letter of intent with Metamaterial to work toward a definitive merger agreement. The process will essentially be TRCH starting all over again with the same assets, but not as a Nasdaq company anymore. 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. 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. Although the management of Metamaterial believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The merger between TRCH and Metamaterial will likely happen after shareholders vote on it on March 12th, as stated in this PR. META has a growing patent portfolio with three core. 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. Using that market cap, that puts TRCH's value at only $48M x 25% = $12.12M. 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. Torchlight legacy shareholders will be entitled to a distribution of any values attributable to the sale of Torchlight's existing oil and gas business asset (net of Torchlight's debt, and closing expenses incurred in connection with such sale, subject to a 10% holdback to be held for a 12 month period to address any potential liabilities relating to the sale of the oil and gas assets of TRCH's pre-closing business). The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. Is this happening to you frequently? ", "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. Neither META or Torchlight has incurred any finders fees in association with this transaction. This transaction is similar to the popular deals involving special purpose acquisition companies (SPACs). 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. Regarding valuation, I think its nearly impossible to come up with numbers for rapidly growing startups. 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 whole stock market depends only on whether there are more shares than idiots or more idiots than shares. 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. 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 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. 333-213390) containing a joint proxy statement/prospectus of SolarCity and Tesla. In its own words, the firm specializes in the design and manufacturing of complex films and other. Looking forward to March 12th. It did sell its interest in its Winkler Project in November for $450K, but that's not a significant sum. Before GameStop, the most famous case was in 2008 when German auto giant Volkswagen (OTCPK:VLKAF) briefly became the most valuable listed company in the world with a market capitalization of 300 billion. Email:[emailprotected]. I am excited to work with the META team and equally excited about the outcome for our faithful Torchlight shareholders.. 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. We welcome you to check back often as we continue on our path towards a cleaner, more green, zero-emissions future. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Fundamentally, it could be todays announcement that the company bought a few extra days to finalize a merger transaction. 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. Nasdaq InvestorPlace contributor Robert Lakin is a veteran financial writer and editor, including previous stints with Bloomberg News and as a buyside equity research editor. 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. The same is happening at the moment with Torchlight. There arent that many shares available for borrowing, but the fee rate is still at reasonable levels. NASDAQ is the world's 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." 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. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. There is no share available for short selling at Torchlight. Please. 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 . "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.". I was told that 50 cents a barrel was a valid price for the amount of potential oil with the limited studies that have been done. 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. Is there a short squeeze? For TRCH stock investors, the new focus adds an unfamiliar dimension to what had been an oil and gas exploration and production company based out of Plano, Texas, with a total of four full-time employees. Please. Metamaterial Inc. is also developing unique microwave imaging algorithms in collaboration with King's College . 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. 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. I am long in TRCH at 36K shares and long in MMATF at 60K shares. 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 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. CEO and Founder -George Palikaras Ph.D. The combined entity will continue to service a clientele of world-class OEM customers for a range of applications in the automotive, aerospace and defense, energy, consumer electronics and medical markets. The current price of West Texas Intermediate (WTI)is currently $61.50 barrel. On the date of publication, Robert Lakin did not have (either directly or indirectly) any positions in the securities mentioned in this article. (5) NanoWeb - A Revolutionary Transparent Conductive Film - YouTube. The merger was analyzed by SA contributor Safety In Value back in March. This February META acquired Interglass Technology AG of Switzerland, their IP and over 70 patents. 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.. See here for a complete list of exchanges and delays. But . 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. "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. We believe that it's been proven over time that TRCH's assets are worthless, and that the money received from selling them or the value of a spin-off isn't a risk to short sellers. While Torchlight's refinement of strategy 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. If you have an ad-blocker enabled you may be blocked from proceeding. - YouTube 0:00 / 12:23 #Metamaterials #TRCH Metamaterials (MMATF) and Tesla (TSLA) Rumors | Why it COULD MAKE. Torchlight announced Friday that its. 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. 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. 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. Crypto. 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. It would probably fall on this news, as it has also appreciated significantly over the last few months likely due to the anticipated merger. I view it as likely since there are no shares available for short-selling as of the time of writing, according to data from. I am not receiving compensation for it (other than from Seeking Alpha). TRKA Stock: Have Retail Investors Found a Gem in Troika Media Group? Torchlight Energy is engaging in a reverse merger, we believe because it has accepted that its assets are practically worthless. Lorem ipsum dolor sit amet, consectetur adipiscing elit. Not only will their loyalty be rewarded with ownership in Metamaterials, they will also retain full value in our oil and gas assets through the Special Dividend.". 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. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. To learn more visit www.metamaterial.com. There is no share available for short selling at Torchlight. Torchlight urges you to consider those risks and uncertainties in evaluating its forward-looking statements. 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. 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. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known. 2023 InvestorPlace Media, LLC. A video interview with both CEO's and Torchlight's Chairman will be available this week and separately announced with links provided. Electro Optical & Infrared Systems (EO/IR). 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. 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. 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. 1125 N. Charles St, Baltimore, MD 21201. 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. Torchlight available for borrowing. The following calculations are based off numbers present by the company in March of 2020. I am not receiving compensation for it (other than from Seeking Alpha). 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. 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. 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. 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. It's a. All rights reserved. Torchlight and Metamaterial urge investors, Shareholders and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the proposed business combination transaction. The shares, however, gave up some of the gains after the company upsized its stock offering. At this point I think their customer service reps probably have PhDs. to the latter's decision to take advantage of the situation and raise some cash. Torchlight shares will be static, METAs shares will be adjusted to maintain the ratio of 75% META share ownership and 25% Torchlight share ownership. quotes delayed at least 15 minutes, all others at least 20 minutes. Additional details will be announced if and when a Definitive Agreement is reached. Copyright "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. Disclosure: I am/we are short TRCH. Metamaterial designs, develops, and manufactures advanced materials specializing in nanocomposites, nanofabrication, and machine learning to control light and electromagnetic waves. About Metamaterial Inc. META is changing the way we use, interact with, and benefit from light and other forms of energy. This Transaction provides our shareholders with access to the multi-billion-dollar markets that Metamaterial serves and new applications that are being revolutionized with their sustainable technologies, while still allowing our Shareholders at closing of the Transaction to participate in the proceeds of our oil and gas asset divestitures., METAs management, led by George Palikaras, has built an extraordinary award-winning cleantech company whose proprietary advanced technologies address multiple markets and improve their customers capabilities, saidGreg McCabe, Torchlights Chairman. 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 risks associated with Torchlights ability to obtain additional capital in the future to fund planned expansion, the demand for oil and natural gas which demand could be materially affected by the economic impacts of COVID-19 and possible increases in supply fromRussiaand OPEC, the proposed business combination transaction with Metamaterial, general economic factors, competition in the industry and other factors that could cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. You have an ad-blocker enabled you may be blocked from proceeding when German auto giant Volkswagen ( not. Enable Javascript and cookies in your browser way we use, interact with, benefit. 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