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. Basically, Metamaterial shareholders get 75% of the new company. 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. 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. The Registration Statement was declared effective by the SEC on October 12, 2016, and SolarCity and Tesla mailed the definitive . Investors appear to be responding to rumors about the company working with Tesla. I am long in TRCH at 36K shares and long in MMATF at 60K shares. Torchlight cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. as legal advisors. In its. Recall that the company plans to merge with Metamaterial(OTCMKTS:MMATF), which makes advanced materials. In 2018 META was awarded "Best New Product in Commercial Aviation" by Aviation Week Network at the 63rd Annual Laureate Awards, for metaAIR, a Laser Strike Protection solution to protect pilots from harmful laser attacks without interfering with visibility. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Torchlights directors in its Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019, which was filed with the SEC onMarch 16, 2020. According to META, the 2nd generation manufacturing line is capable of 100,000+ units per month, to support AR and other holographic products, such as automotive HUD displays, laser glare protection, optical filters, diffractive optics, and other photonic applications. 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. Article printed from InvestorPlace Media, https://investorplace.com/2021/06/mmat-stock-meta-materials-hits-nasdaq-as-trch-stock-merger-closes/. As this is not investment advice anyways, here are some possible valuations. META is headquartered inHalifax, Nova Scotiaand has R&D and Sales offices inLondon, UKand Silicon Valley. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. However, there are still some. "I am excited to work with them and equally excited about the outcome for our faithful Torchlight shareholders. The following is a summary of the key terms of the Proposed Transaction as contemplated by the LOI. Torchlight available for borrowing. I think the main risk for the bear case is a second short squeeze. Transformational Deal to Accelerate Growth, Scale and Commercialization of Metamaterials. Metamaterials are a subset of functional materials, according to the company. Nasdaq Upon completion of the Proposed Transaction, shareholders of META are expected to hold a 75% interest in the combined entity. They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered by scientists to exhibit new or enhanced properties. The stock price of Torchlight Energy Resources Inc (NASDAQ: TRCH) is trading at over 10% pre-market as of 7:14 AM ET. Ultimately, the deal is worth over $70 million.. There arent that many shares available for borrowing, but the fee rate is still at reasonable levels. 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. 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. On that date, the company . I am not receiving compensation for it (other than from Seeking Alpha). The Merger: This merger is in and of itself proof of the economic transition taking us from destructive technology to disruptive technology. 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. The same is happening at the moment with Torchlight. We believe its oil and gas assets are worthless, or worth very little, and that will be confirmed in time if the company won't be able to sell them, as we expect to happen. 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 said on Friday that it closed the deal and the new company, Meta Materials Inc, would begin trading under the ticker symbol "MMAT" on Monday. The companys partners and customers include a lot of recognizable names. 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. Torchlight investors will get non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. Need more information or have an interview request? 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. 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. I view Metamaterial as an interesting startup in a rapidly growing sector, whose valuation has soared due to a short squeeze at, Torchlight. I have no business relationship with any company whose stock is mentioned in this article. 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. Metamaterial is listed on the CSE. 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. PLANO, TexasandHALIFAX, NS,Dec. 14, 2020/CNW/ Torchlight Energy Resources, Inc. (NASDAQ: TRCH), an oil and gas exploration company (Torchlight) and Metamaterial Inc. (Metamaterial or META) (CSE: MMAT), a developer of high-performance functional materials and nanocomposite products, announced today the signing onDecember 14, 2020of a definitive agreement negotiated at arms length for a business combination of Torchlight and Metamaterial by way of a statutory plan of arrangement (the Transaction). This transaction will enhance our ability to pursue a broad range of opportunities and attract additional world-class talent. 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). 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. Recall that the company plans to merge with Metamaterial (OTCMKTS: MMATF ), which makes advanced materials. Please. There is no share available for short selling at Torchlight. I am not receiving compensation for it (other than from Seeking Alpha). $12M is about the value of a clean empty shell Nasdaq listing. 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. Orogrande Basin 134,000 acre lease 72.5% interest (97,150 net acres), the site has had several successful test wells drilled. Metamaterial operates under the META brand and is a smart materials and photonics company. If the dividend or share buyback yield is high - even better. As you can see, there are many possible valuations. Torchlight Energy and Metamaterial (MMATF) announced the signing of a definite agreement on 12/14/20 for a business combination. On the date of publication, Robert Lakin did not have (either directly or indirectly) any positions in the securities mentioned in this article. 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. 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. 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 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. They can provide a heads-up display across the windshield with almost immediate defogging and de-icing. In December 2020, Torchlight Energy Resources and Metamaterial had announced a definitive agreement was signed for a business combination. The merger was analyzed by SA contributor Safety In Value back in March. No forward-looking statement can be guaranteed. 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 . 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. 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. META has a growing patent portfolio with three core. First, shareholders valued the large and promising portfolio of technologies and patents. 2023 InvestorPlace Media, LLC. InvestorPlace contributor Robert Lakin is a veteran financial writer and editor, including previous stints with Bloomberg News and as a buyside equity research editor. Once these assets are sold their net proceeds will be divided among shareholders in the form of a special dividend. Accordingly, readers should not place undue reliance on any forward-looking statements or information. The new company, Meta Materials Inc., will begin trading on the Nasdaq after Monday's opening bell under the ticker symbol MMAT. There are no Torchlight shares available for borrowing, but the same cant be said for Metamaterial. They just received a 10m loan from Torchlight to continue this expansion. I was also advised that the merger and acquisition market for oil and gas companies is still soft but that is expected to change quickly with the rise in oil demand and subsequent price. The board of Torchlight realized that their resource rich holdings were not enough to survive and thrive in the changing economy, and that a new path was necessary. 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. That was a huge move for the exploration and production company because it helped to clean up Torchlight's balance sheet. Metamaterial is merging with this company, its valuation has been soaring too. The webcast link will be made available and announced shortly. 1125 N. Charles St, Baltimore, MD 21201. 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. It also announced plans for the merger of the company to close today. That would bring a per share value to TRCH of $12.12M/143M = ~$0.08. Torchlight. A short is more appealing when there's a clear endgame in sight. 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). Through this reverse merger Torchlight receives a 25% stake in META. I am not receiving compensation for it (other than from Seeking Alpha). 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. Aerospace and Defense- META has extensive experience providing laser protection, de-icing and de-fogging products to aviation companies. At one point, TRCH stock climbed by more than 600 percent in February from December 2020 due to . 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. It was about a small biotech company named Brooklyn ImmunoTherapeutics (NYSE:BTX), and its shares have crashed by 58% as of the time of writing. The merger was analyzed by SA contributor Safety In Value back in March. 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.. You can view it here. The reason why the short squeeze at Torchlight is likely to end soon is because the company is taking advantage of the irrational share price increase and has launched a $250 million share offering. Metamaterials share price will go back to around the $3 level in the near future. Our Tesla Roadster expertise is particularly unparalleled and our electronics lab offers advanced services including PEM repair and rebuilds, ESS Battery Pack repair and recovery, firmware upgrades, and a variety of aftermarket products. Copyright 2023 InvestorPlace Media, LLC. Is this happening to you frequently? 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. If it's a value stock - great. How can investors take part in this move? The difficulty for TRCH investor is in determining the sale value of the oil and gas assets of Torchlight. 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. Biosensors - they are in the development process of a non-puncture blood glucose monitoring system. Of course, they will additionally get whatever TRCH can sell its assets for or whatever their share is worth from the TRCH asset spinoff. 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. The story is narrative-driven and its not prudent to use traditional metrics such as P/S, P/E, or EV/EBITDA. 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. Torchlight's management is to remain in an advisory role focused on winding down the Torchlight legacy business and maximizing the value obtained from the divestiture of the Torchlight oil and gas assets. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. 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. Perform your own due diligence and consult a financial professional before trading. Metamaterial shares available in Canada. 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. 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. 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. Entry into a transaction will be subject to satisfactory completion of due diligence by both parties, negotiation of a Definitive Agreement and audits of Torchlight and META. 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