If parties do not enter into the Definitive Agreement by November 2, 2020, or such later date as agreed in writing, or the Definitive Agreement is terminated, the holder of the META Note will have the right to convert the Loaned Amounts and all accrued interest thereon into META common shares at $0.35 (CAD) per common share. It will likely be spun off onto the OTC exchange. Recall that the company plans to merge with Metamaterial (OTCMKTS: MMATF ), which makes advanced materials. 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. I intend to hold my shares for a minimum of two years. 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. 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 new company, Meta Materials Inc., will begin trading on the Nasdaq after Monday's opening bell under the ticker symbol MMAT. This year is weird. In connection with the proposed merger, Tesla has filed with the SEC a Registration Statement on Form S-4 (Registration Statement No. Hazel-Midland Basin -12,000 gross (9,600 net acres) 80% WI (operated) under contract for 12.4m ($1300 acre), 3. 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. The merger was analyzed by SA contributor Safety In Value back in March. Metamaterial shares available in Canada. Torchlight investors will get non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. 1125 N. Charles St, Baltimore, MD 21201. 29 2021, Published 1:58 p.m. They can provide a heads-up display across the windshield with almost immediate defogging and de-icing. commented Ram Ramkumar, Metamaterial's Chairman. The whole stock market depends only on whether there are more shares than idiots or more idiots than shares. 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. The story is narrative-driven and its not prudent to use traditional metrics such as P/S, P/E, or EV/EBITDA. 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. Torchlight Energy (TRCH) is currently trading at $2.48, with a 356.15m market cap, 143.61m shares. The current price of West Texas Intermediate (WTI)is currently $61.50 barrel. Valuation The value oil drilling acreage is a moving target after the price of crude oil started collapsing in March of 2020. There can be no assurances that a transaction will be consummated as a result of the LOI. All rights reserved. (5) NanoWeb - A Revolutionary Transparent Conductive Film - YouTube. Lorem ipsum dolor sit amet, consectetur adipiscing elit. 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. On April 30, the company. 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. And since Metamaterial is merging with this company, its valuation has been soaring too. 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. 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. 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." Liquidity is low on. 2023 InvestorPlace Media, LLC. Torchlight's stock rose as high as 74% last Monday as retail investors piled into the stock with record volumes. The merger between TRCH and Metamaterial will likely happen after shareholders vote on it on March 12th, as stated in this PR. GameStops January short squeeze lasted just around two weeks and ended just as mainstream media picked up the story. No forward-looking statement can be guaranteed. For additional information on Torchlight, please visitwww.torchlightenergy.com. META is changing the way we use, interact with, and benefit from light and other forms of energy. "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. 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. TRCH stock had more than doubled this month. 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. However, I think things have gotten out of hand with the valuation of Metamaterial and it has little to do with the company itself. 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. 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. 2023 InvestorPlace Media, LLC. "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. CSO and co-Founder Themos Kallos is Chief Science Officer with Ph.D. in Electrical Engineering with expertise in applied physics, metamaterials, wireless communications, and electromagnetic simulations. Neither META or Torchlight has incurred any finders fees in association with this transaction. 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. like what happened at GameStop in March. The market for metamaterials is almost non-existent at the moment but is projected to grow to $10.7 billion SAM by 2030. I have no business relationship with any company whose stock is mentioned in this article. 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. 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.. The Merger: This merger is in and of itself proof of the economic transition taking us from destructive technology to disruptive technology. As stated in this recent Motley Fool article: On Feb. 16 Torchlight Energy announced that one of its lenders had converted $1.5 million worth of debt into 1 million shares of the company's stock. They have been investing money into research and development, IP acquisitions and scaling their operations. That gave it a market cap of only $48M. On the date of publication, Robert Lakin did not have (either directly or indirectly) any positions in the securities mentioned in this article. Torchlight also announced that it implemented a 1 . His Substack newsletter,TLV Strategist, covers the Israel business scene. 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. Metamaterial and it has little to do with the company itself. 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. 2023 Meta Materials Inc. All rights reserved. This will also trigger a special dividend to shareholders of Torchlight. 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. Perform your own due diligence and consult a financial professional before trading. Electro Optical & Infrared Systems (EO/IR). - Andr Kostolany. 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. META has engaged Hamilton Clark as financial advisor on its behalf. Recall that the company plans to merge with Metamaterial(OTCMKTS:MMATF), which makes advanced materials. 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. They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered. 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. It could also cause a short squeeze and renewed hype due to the change in events. The company detailed its paying of a special dividend to its shareholders, as well as a reverse stock split. Trading on the OTC, TRCH won't be able to command nearly the valuation or attention that it could on the Nasdaq. We are here to support any Tesla vehicle with repair services, parts, upgrades, and advanced engineering services. I am not receiving compensation for it (other than from Seeking Alpha). 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. - 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. I have no business relationship with any company whose stock is mentioned in this article. I think the main risk for the bear case is a second short squeeze, like what happened at GameStop in March. In December 2020, Torchlight Energy Resources and Metamaterial had announced a definitive agreement was signed for a business combination. Financials The finances of META do not, in my opinion, create an accurate picture. Need more information or have an interview request? Their technology can allow multiple transparent 5G antennas for IoT integration and their nanomaterials can improve the angular scan range of LIDAR used in self-driving vehicles. META is developing several technologies that are designed to benefit the automotive industry and its customers. special purpose acquisition companies (SPACs). META Executive Team has an extremely deep educational background in the hard sciences with a lot of experience creating innovative products. 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. 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. I am long in TRCH at 36K shares and long in MMATF at 60K shares. 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. Only the Nasdaq listing. META partnered with Airbus to develop and commercialize this technology. Disclosure: I am/we are short TRCH. Whats behind the move? The same is happening at the moment with Torchlight. 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. The opinions expressed in this article are those of the writer, subject to the InvestorPlace.comPublishing Guidelines. This discovery coincided with economic collapse of oil due to Covid crisis. The assets of Torchlight energy include three project sites, an experienced management team, access to capital, and a NASDAQ listing. I am not receiving compensation for it (other than from Seeking Alpha). If no sales occur, then they will receive an equity interest in a spin-off entity that holds TRCH remaining oil and gas assets.". Torchlight has engaged Roth Capital Partners as financial advisor in connection with the transaction. It has appreciated substantially. Since 2011, approximately CAD $60MM has been invested in META, yielding a sizable IP portfolio. I think the main risk for the bear case is a second short squeeze. 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. In 2019 META acquired North, Inc and their roll-to-roll holographic manufacturing tech. That short squeeze lasted just one week. Nasdaq Torchlight. 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. Torchlight available for borrowing. 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. GameStop Moderna Pfizer Johnson & Johnson AstraZeneca Walgreens Best Buy Novavax SpaceX Tesla. META's products are designed and manufactured with environmental sustainability as a high priority. Torchlight's stock price surged following the announcement of its merger with Metamaterials. With and end of year range of $8-$20 depending on production numbers and new partnerships. It did sell its interest in its Winkler Project in November for $450K, but that's not a significant sum. Our Standards: The Thomson Reuters Trust Principles. In November 2010, Pole Perfect bought Torchlight Energy and abandoned all of its previous business plans within the health and fitness industries before formally changing its name to Torchlight in 2011. read more. I have no business relationship with any company whose stock is mentioned in this article. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. The Plano, Texas-based company traces its roots back to Pole Perfect, incorporated in 2007 in Nevada to market feminine fitness dance studios utilizing the advantages of pole dancing. All statements that address operating performance or events or developments Torchlight Energy Resources expects or anticipates will occur in the future, such as stated objectives or goals, our refinement of strategy, our attempts to secure additional financing, our exploring possible business alternatives, or that are not otherwise historical facts, are forward-looking statements. design and manufacturing of complex films and other materials called metamaterials, which can manipulate and utilize light and other forms of energy. We predict the spin-off company will be put into an OTC stock. The proxy statement/prospectus will be mailed to Torchlights Shareholders. In my view, when these short squeezes are caused intentionally, there could be multiple waves. ?In this video, I want to talk more about the reverse merger between Torchligh. 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. That gave it a market cap of only $48M. However, something unusual has been happening over the past few days. As well as the conversion of the company's debt to equity. I could not find anyone willing to go on record. The company hasn't made any significant progress since our report with selling or developing any of its oil and gas assets. Of energy a sizable IP portfolio fees in association with this transaction currently trading at $ 2.48, a... Merger between Torchligh is almost non-existent at the moment but is projected to grow $... Bear case is a second short squeeze and renewed hype due to the Guidelines... 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( 5 ) NanoWeb - a Revolutionary Transparent Conductive Film - YouTube, TRCH n't. Immediate defogging and de-icing due diligence and consult a financial professional before trading Statement on Form S-4 ( Registration no!

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