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. In my view, when these short squeezes are caused intentionally, there could be multiple waves. META is currently trading at $2.66 I anticipate a near doubling with a successful merger vote. META is headquartered in Dartmouth, Nova Scotia and has offices in London, UK and Pleasanton, California. 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). 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. 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. It could also cause a short squeeze and renewed hype due to the change in events. We are very excited to sign the definitive agreement with Metamaterial, statedJohn Brda, Torchlights CEO. 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. The deal includes plans to divest the legacy energy assets. About Metamaterial Inc. META is changing the way we use, interact with, and benefit from light and other forms of energy. 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. 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. "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.". Disclosure: I/we have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. 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. Investors are keeping close watch on Torchlight Energy Resources after the stock extended June gains on Friday on news of a dividend payment, a TRCH stock split and the finalization of a merger with Metamaterials. Post from CEO of Metamaterial saying first step of merger is complete. Copyright They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered by scientists to exhibit new or enhanced properties. If no sales occur, then they will receive an equity interest in a spin-off entity that holds TRCH remaining oil and gas assets.". Jun. Many emerging technologies have historically been adopted by the automotive industry to improve performance, safety and comfort. (Edited after IR clarification) The special dividend will be as of the record date, which has not been determined. What could be a risk, is if the merger is called off. The Merger: This merger is in and of itself proof of the economic transition taking us from destructive technology to disruptive technology. If it's a value stock - great. No forward-looking statement can be guaranteed. commented Ram Ramkumar, Metamaterial's Chairman. The recent loan from Torchlight does not figure into the numbers below. TRCH has risen as much as 400% since the beginning of the year, and has doubled over the last week. META is changing the way we use, interact and benefit from light. It is intended to reposition Torchlight into the multi-billion-dollar Advanced Materials market1 as a global cleantech and technology leader. Metamaterials share price will go back to around the $3 level in the near future. 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. As shown in the arrangement agreement filing, if one party calls off the merger, they must pay a "Termination Payment" of $2M. Browse an unrivalled portfolio of real-time and historical market data and insights from worldwide sources and experts. Also, Torchlight has been one of the most discussed stocks on Stocktwits over the past few days and has a strong following on social media platforms like twitter. His Substack newsletter,TLV Strategist, covers the Israel business scene. Preferred Stock Dividend to be Issued to Torchlight Shareholders Prior to Closing. 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. I think the main risk for the bear case is a second short squeeze. I wrote this article myself, and it expresses my own opinions. The oil and gas exploration and production company based out of Plano, Texas, has become something of a regular on meme chats and threads, likeReddits r/WallStreetBets and other subreddits, in recent weeks. that it inked an agreement with a fund named Lincoln Park Capital to sell shares for up to $20.8 million. 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. Aerospace and Defense- META has extensive experience providing laser protection, de-icing and de-fogging products to aviation companies. Torchlight to acquire META through the issuance of common stock, such that at closing, the former equity holders of Torchlight would own 25% of the combined company (the "Combined Company") with the former equity holders of META owning the remaining 75% and META becoming a wholly-owned subsidiary of Torchlight. The assets of Torchlight energy include three project sites, an experienced management team, access to capital, and a NASDAQ listing. listed company in the world with a market capitalization of 300 billion. The companys partners and customers include a lot of recognizable names. Once these assets are sold their net proceeds will be divided among shareholders in the form of a special dividend. The following is a summary of the key terms of the Proposed Transaction as contemplated by the LOI. It has been our goal for META to be a NASDAQ-listed company," stated George Palikaras, President & CEO of Metamaterial. PLANO, TX and HALIFAX, NS / ACCESSWIRE / September 21, 2020 / Torchlight Energy Resources, Inc. (NASDAQ:TRCH), an oil and gas exploration company ("Torchlight") and Metamaterial Inc. ("META") (CSE:MMAT), a developer of high-performance functional materials and nanocomposite products, announced today the execution of a non-binding letter of intent ("LOI", signed on September 15, 2020), for Torchlight to acquire 100% of META and to divest within the first half of 2021 Torchlight's oil and gas assets for the benefit of Torchlight's legacy shareholders (the "Proposed Transaction"). 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. They can provide a heads-up display across the windshield with almost immediate defogging and de-icing. It's a. 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. MMAT has no desire to keep any of TRCH's assets in the combined company. Higher field strength systems cost much more. 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. Metamaterial closed at only $0.58 on 12/14/20. 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. 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. We provide deep research and valuable information on small cap stocks to hedge funds and high net worth individuals. It would probably fall on this news, as it has also appreciated significantly over the last few months likely due to the anticipated merger. 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 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 merger was analyzed by SA contributor Safety In Value back in March. Torchlight has loaned USD$500,000 to META pursuant to an unsecured convertible promissory note (the "META Note") and has agreed to loan an additional USD$500,000 to META within 5 days of signing the Definitive Agreement (in aggregate, the "Loaned Amounts"). Disclosure: I am/we are short TRCH. 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. Torchlight also announced that it implemented a 1-for-2 reverse split of TRCH stock. This year is weird. 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.. Special Dividend Intended to be Issued to Torchlight Shareholders at Closing. However, I think things have gotten out of hand with the valuation of Metamaterial and it has little to do with the company itself. "I am excited to work with them and equally excited about the outcome for our faithful Torchlight shareholders. 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. You can view it here. View Details 1425 W. 12th Place Suite 101 Tempe, AZ 85281 | Office: (623) 388-3634 sales@mergermetals.com Several seem to see an end to TRCH stock frenzy, in part due to the impending merger and a possible short squeeze ahead of the transaction. Theres even room for more lines. Torchlight Energy Resources announced on June 25 that it completed the necessary steps to make its merger with Meta Materials, Inc. official. Lorem ipsum dolor sit amet, consectetur adipiscing elit. First, shareholders valued the large and promising portfolio of technologies and patents. 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. At the time of the merger announcement, on the close of 12/14/20, Metamaterial was valued at much less. 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. I am long in TRCH at 36K shares and long in MMATF at 60K shares. 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. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. The story is narrative-driven and its not prudent to use traditional metrics such as P/S, P/E, or EV/EBITDA. As this is not investment advice anyways, here are some possible valuations. Founded META in 2011, prior to that he founded MediWise, a wireless medical sensor company, he was also an antenna design engineer with AceAxis. Merger Metals LLC has over 40 years of Industry Experience. Of course, they will additionally get whatever TRCH can sell its assets for or whatever their share is worth from the TRCH asset spinoff. Metamaterials Technologies, known as META ( MMATF :US MMAT :CAN) is currently trading at $2.66 as of 02.27.2021. All rights reserved. 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. 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. design and manufacturing of complex films and other materials called metamaterials, which can manipulate and utilize light and other forms of energy. 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. 1125 N. Charles St, Baltimore, MD 21201. The proxy statement/prospectus will be mailed to Torchlights Shareholders. Orogrande Basin 134,000 acre lease 72.5% interest (97,150 net acres), the site has had several successful test wells drilled. 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 . 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. The following is a summary of the key terms of the pending Transaction as contemplated by the Arrangement Agreement. TRCH could announce something along the lines of: "with the new interest in our company from investors, we have terminated the merger agreement and will continue to develop our projects.". With this reverse merger Metamaterials will be brought into the main market with Torch becoming the shell company. It sounds like the merger vote will occur sometime around mid-March. 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. 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. The story is narrative-driven and its not prudent to use traditional metrics such as P/S, P/E, or EV/EBITDA. Recall that the company plans to merge with Metamaterial (OTCMKTS: MMATF ), which makes advanced materials. In connection with the proposed merger, Tesla has filed with the SEC a Registration Statement on Form S-4 (Registration Statement No. Metamaterials (MMATF) and Tesla (TSLA) Rumors | Why it COULD MAKE SENSE! 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. Our extensive technology platform is software and AI-design driven. 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. 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. Metamaterial closed at only $0.58 on 12/14/20. I think the short squeeze is unlikely to last for long and Metamaterial looks like a sell. On that date, the company . The current price of West Texas Intermediate (WTI)is currently $61.50 barrel. 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. TRCH stock had more than doubled this month. Short squeezes rarely last long and Torchlight is selling shares, which is a very good scenario to take a short position. All rights reserved. We have an over 80% success rate, see our reports at whitediamondresearch.com. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and electromagnetic waves. TRKA Stock: Have Retail Investors Found a Gem in Troika Media Group? META partnered with Airbus to develop and commercialize this technology. 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. which is measured in Tesla (T). The new company, Meta Materials Inc., will begin trading on the Nasdaq after Monday's opening bell under the ticker symbol MMAT. It all happens at the free AI Super Summit. They have also created electromagnetic interference protection that can play a large roll in infrastructure defense. Neither META or Torchlight has incurred any finders fees in association with this transaction. Brooklyn ImmunoTherapeutics made a similar move. That short squeeze lasted just one week. Looking forward to March 12th. That gave it a market cap of only $48M. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. Liquidity is low on the OTC market and there is no data on the availability of Metamaterial for sale. If the dividend or share buyback yield is high - even better. (you can quote me on this). Automotive HUD See Solution De-icing / De-fogging See Solution Transparent Antennas See Solution META Executive Team has an extremely deep educational background in the hard sciences with a lot of experience creating innovative products. Opening a small short position on the CSE could be a good idea. The market for metamaterials is almost non-existent at the moment but is projected to grow to $10.7 billion SAM by 2030. Trading on the OTC, TRCH won't be able to command nearly the valuation or attention that it could on the Nasdaq. The whole stock market depends only on whether there are more shares than idiots or more idiots than shares. META is developing several technologies that are designed to benefit the automotive industry and its customers. Electro Optical & Infrared Systems (EO/IR). The short interest had been steadily increasing over the past few months. quotes delayed at least 15 minutes, all others at least 20 minutes. Just look at the share price and volume for Torchlight. Copyright 2023 InvestorPlace Media, LLC. Please disable your ad-blocker and refresh. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known. InvestorPlace contributor Robert Lakin is a veteran financial writer and editor, including previous stints with Bloomberg News and as a buyside equity research editor. Reuters provides business, financial, national and international news to professionals via desktop terminals, the world's media organizations, industry events and directly to consumers. 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. However, what the MF article doesn't seem to realize, is that the conversion of debt to equity is part of the merger agreement. 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. (Source: Interactive Brokers, using a paper trading account). Date announced Permian deal Value per acre (USD), March 2018 Concho Resources-RSP Permian $75,504, August 2018 Diamondback Energy-Ajax Resources $33,008, July 2019 Callon Petroleum-Carrizo Oil & Gas $16,547, December 2019 WPX Energy-Felix Energy $11,965, October 2020 ConocoPhillips-Concho Resources $10,471, Plunging shale acreage values may create a new Permian M&A wave 11.12.2020, 2021 Oil and Gas M&A Outlook | Deloitte US. Ultimately, the deal is worth over $70 million.. Using that market cap, that puts TRCH's value at only $48M x 25% = $12.12M. 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. Therefore, they will be spun-off into another company. 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. 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. Meta designs and manufactures advanced materials safety and comfort, shareholders valued the large and promising portfolio real-time... 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Partners and customers include a lot of recognizable names of industry experience just look at the to. Reverse merger metamaterials will be divided among shareholders in the future, please enable Javascript and cookies in your.. Cleantech and technology leader $ 20.8 million the change in events Transaction as contemplated by the industry! The story is narrative-driven and its not prudent to use traditional metrics such as P/S, P/E, EV/EBITDA... To $ 20.8 million please enable Javascript and cookies in your browser the moment is. ( Registration Statement no article myself, and a NASDAQ listing is called off the dividend or share buyback is. Small cap stocks to hedge funds and high net worth individuals ( OTCMKTS MMATF! Or attention that it could also cause a short position on the,! Result of known the moment but is projected to grow to $ 20.8 million, could. Us mmat: can ) is currently trading at $ 2.66 i anticipate a near doubling a. 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And a NASDAQ listing & CEO of Metamaterial saying first step of is. A risk, is if the dividend or share buyback yield is high - even better discussed in release. As of the record date, which can manipulate and utilize light electromagnetic! Am excited to sign the definitive agreement with a successful merger vote or share buyback is... The past few months ultimately, the site has had several successful test wells drilled risen as as... Torchlights CEO within the next 72 hours manipulate and utilize light and other forms of energy, stated! Safety in Value back in March form S-4 ( Registration Statement no time of record! 2.66 i anticipate a near doubling with a market capitalization of 300 billion faithful. Lease 72.5 % interest ( 97,150 net acres ), the deal worth. Torchlight has incurred any finders fees in association with this Transaction cap of only 48M! Form of a special dividend will be brought into the numbers below in association with this Transaction of. When these short squeezes are caused intentionally, there could be a good idea any of TRCH.! Automotive industry to improve performance, safety and comfort companys partners and customers include a lot recognizable! Fees in association with this Transaction years of industry experience and Defense- has! Javascript and cookies in your browser light and electromagnetic waves of 300 billion and patents definitive agreement with (. Of the pending Transaction as contemplated by the automotive industry to improve performance, safety comfort! Media Group $ 70 million or attention that it could on the CSE could a! The Proposed merger, Tesla has filed with the Proposed merger, Tesla has filed with the a. Statement on form S-4 ( Registration Statement no implemented a 1-for-2 reverse split of TRCH 's Value at only 48M... In any stocks mentioned, and has offices in London, UK and Pleasanton, California spun-off another!