Additional disclosure: I am not a financial adviser. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and electromagnetic waves. That was a huge move for the exploration and production company because it helped to clean up Torchlight's balance sheet. You can view it here. This transaction is similar to the popular deals involving special purpose acquisition companies (SPACs). Theres even room for more lines. With that accomplished, Torchlight and Metamaterials completed the combination of their businesses, and the new entity will begin trading this morning as Meta Materials (NASDAQ:MMAT). 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. TRCH has risen as much as 400% since the beginning of the year, and has doubled over the last week. The new company, Meta Materials Inc., will begin trading on the Nasdaq after Monday's opening bell under the ticker symbol MMAT. 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 following statements in the announcement confirm that TRCH is only worth 25% of Metamaterial's current market cap: The combined company, formerly known as Torchlight Energy Resources, Inc., will change its name and focus its business to align with the current business of Metamaterial. 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. Orogrande Basin 134,000 acre lease 72.5% interest (97,150 net acres), the site has had several successful test wells drilled. 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. Readers are cautioned to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. Which will lower the costs and mass of self-driving vehicles. Is there a short squeeze? There are no shares of Torchlight available for borrowing. Once the two companies combine, it will just be Metamaterial. 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. Please. They have three major oil and gas assets. Torchlight Energy (TRCH) is currently trading at $2.48, with a 356.15m market cap, 143.61m shares. On December 14, 2020, the companies signed an agreement for the . Torchlight shares will be static, METAs shares will be adjusted to maintain the ratio of 75% META share ownership and 25% Torchlight share ownership. Torchlight announced Friday that its. Its looking like Fridays 16% surge in Torchlight Energy Resources (NASDAQ:TRCH) was just the start. In 2020 to date, META has been granted 11 new patents. The difficulty for TRCH investor is in determining the sale value of the oil and gas assets of Torchlight. Metamaterial is listed on the CSE. Electro Optical & Infrared Systems (EO/IR). If you have an ad-blocker enabled you may be blocked from proceeding. valued at much less. Again, assuming that TRCH's assets are worthless and not including any special dividend, if the merger happened today, TRCH shareholders would face a 90% loss on their investment. 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. In December 2020, Torchlight Energy Resources and Metamaterial had announced a definitive agreement was signed for a business combination. 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. 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. The Global Cleantech 100 is an annual guide to the leading companies and themes in sustainable innovation and features companies that are best positioned to solve tomorrow's clean technology challenges. This year is weird. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. Torchlight cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Metamaterial closed at only $0.58 on 12/14/20. 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 closing of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including approvals by NASDAQ and the Canadian Securities Exchange (CSE), Canadian court approval, and approval by the shareholders of both companies. 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 . Sign up below to get this incredible offer! like what happened at GameStop in March. 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. META is changing the way we use, interact and benefit from light. For further information: Investor Relations and Media Contacts: Graham Farrell, Harbor Access LLC (416) 842 9003[emailprotected], Mark Komonoski, Director Capital Markets and IRMetamaterial Inc. 877-255-8483[emailprotected], Torchlight Derek Gradwell Integrous Communications 512-270-6990[emailprotected],[emailprotected], Meta Materials Inc. - YouTube 0:00 / 12:23 #Metamaterials #TRCH Metamaterials (MMATF) and Tesla (TSLA) Rumors | Why it COULD MAKE. 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 have no business relationship with any company whose stock is mentioned in this article. If the dividend or share buyback yield is high - even better. Basically, Metamaterial shareholders get 75% of the new company. 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. I think the short squeeze is likely to end soon thanks to the latter's decision to take advantage of the situation and raise some cash. Of course, the stock could still fall anyways, but it wouldn't have the more straightforward outcome that the results of the merger would bring. However, what the MF article doesn't seem to realize, is that the conversion of debt to equity is part of the merger agreement. The whole stock market depends only on whether there are more shares than idiots or more idiots than shares. Torchlight has assets focused in West andCentral Texaswhere their targets are established plays such as the Permian Basin. The stock price of Torchlight Energy Resources Inc (NASDAQ: TRCH) is trading at over 10% pre-market as of 7:14 AM ET. I have no business relationship with any company whose stock is mentioned in this article. META has a growing patent portfolio with three core. 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. Neither META or Torchlight has incurred any finders fees in association with this transaction. 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. Ive already covered one short squeeze selling opportunity in 2021. Colleran, who has previously served as CEO at ventures including Impinj and AnswerDash, said Lumotive is pursuing a step-by-step plan to catch the rising tide. 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. It all happens at the free AI Super Summit. See here for a complete list of exchanges and delays. Eg Tesla (TSLA). They acquired this land at $10,471 per acre, this land was 74% proved and developed . As of the close of 2/16/21, Metamaterial was worth $3.01 CAD x 83.6M shares outstanding = $251.6M CAD. It sounds like the merger vote will occur sometime around mid-March. The following is a summary of the key terms of the pending Transaction as contemplated by the Arrangement Agreement. Through this reverse merger Torchlight receives a 25% stake in META. 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. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. This transaction is similar to the popular deals involving. See here for a complete list of exchanges and delays. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. For those who . Metamaterials share price will go back to around the $3 level in the near future. The same is happening at the moment with Torchlight. If it's a value stock - great. 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. In connection with the proposed merger, Tesla has filed with the SEC a Registration Statement on Form S-4 (Registration Statement No. 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. A short is more appealing when there's a clear endgame in sight. Reuters provides business, financial, national and international news to professionals via desktop terminals, the world's media organizations, industry events and directly to consumers. InvestorPlace contributor Robert Lakin is a veteran financial writer and editor, including previous stints with Bloomberg News and as a buyside equity research editor. The preferred share will provide shareholders of record, the right of participation in the net proceeds of the sale of Torchlights oil and gas assets, subject to certain holdbacks and time constraints. His Substack newsletter,TLV Strategist, covers the Israel business scene. TRCH will sell its assets or spin them off before the business combination happens; the combined company will get none of TRCH's assets. This Proposed Transaction is the first step in that effort, providing our shareholders with access to the multi-billion-dollar target market and new applications that are being revolutionized with sustainable technologies, while allowing them to participate in the future upside from our oil and gas asset divestitures. Please. Oil averaged $40.75 that month, Conoco Phillips acquires Concho resources in 9.7 BN all stock transaction, adding 550,000 acres in the Permian basin and 200,000 b/d. That short squeeze lasted just one week. MMAT Stock: Meta Materials Hits Nasdaq as TRCH Stock Merger Closes, 5 Hypergrowth Stocks With 10X Potential in 2023, paid the special Series A Preferred Stock dividend, How to Tell if an AI Company Is Legit or Selling Snake Oil, Expect the Amazon Stock Slump to Continue, Louis Navellier and the InvestorPlace Research Staff. META is headquartered inHalifax, Nova Scotiaand has R&D and Sales offices inLondon, UKand Silicon Valley. 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). Metamaterial and it has little to do with the company itself. We are here to support any Tesla vehicle with repair services, parts, upgrades, and advanced engineering services. 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. 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. These documents, once available, can also be obtained, without charge, at the SECs web site (http://www.sec.gov). 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. Note that the company isn't promoting the business itself, but this is being done by a significant number of retail investors and traders. Please disable your ad-blocker and refresh. Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. GameStop Moderna Pfizer Johnson & Johnson AstraZeneca Walgreens Best Buy Novavax SpaceX Tesla. META is changing the way we use, interact with, and benefit from light and other forms of energy. to the latter's decision to take advantage of the situation and raise some cash. Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. 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. META has a growing patent portfolio with three core. Metamaterial operates under the META brand and is a smart materials and photonics company. There can be no assurances that a transaction will be consummated as a result of the LOI. The companys partners and customers include a lot of recognizable names. With this, Metamaterials share price is likely to tumble to around $3 per share. 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. HALIFAX, NS / ACCESSWIRE / August 5, 2021 / Meta Materials Inc. (the "Company" or "META ") (NASDAQ:MMAT . The merger was analyzed by SA contributor Safety In Value back in March. Metamaterials are a subset of functional materials, according to the company. 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. Combine this sector with other markets like advanced materials, IoT, medical, energy, aerospace, and automotive markets, and the market opportunity grows beyond $3 trillion. How can investors take part in this move? Email:[emailprotected]. 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. We have an over 80% success rate, see our reports at whitediamondresearch.com. Our newsroom is the place for the most up-to-date information on all things happening at Nikola. 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. 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. I think the main risk for the bear case is a second short squeeze, like what happened at GameStop in March. It also announced plans for the merger of the company to close today. 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. Our extensive technology platform is software and AI-design driven. All rights reserved. Metamaterial offers proven disruptive technology with strong environmental, social and governance (ESG) priorities. I have no business relationship with any company whose stock is mentioned in this article. 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. Torchlight urges readers to consider those risks and uncertainties in evaluating Torchlight's 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. Its used to describe any material that is artificially engineered to possess a property that isnt found in naturally occurring materials. MMAT has no desire to keep any of TRCH's assets in the combined company. After the merger is complete META will be the company name and it will be listed on the NASDAQ. TRCH shareholders will get 25% of the combined company, which at MMATF's market cap, puts TRCH's current value at 35c per share, assuming its assets are worthless. 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. 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. Meta Materials' (META) stock faced a lot of praise and headwinds in 2021. The Proposed Transaction represents a strategic shift for Torchlight. Regarding valuation, I think its nearly impossible to come up with numbers for rapidly growing startups. At one point, TRCH stock climbed by more than 600 percent in February from December 2020 due to . META Executive Team has an extremely deep educational background in the hard sciences with a lot of experience creating innovative products. I wrote this article myself, and it expresses my own opinions. However, with TRCH's recent conversions of debt to equity and equity raise, its current market cap is a whopping 143M x $3.90 = $558M. listed company in the world with a market capitalization of 300 billion. There arent that many shares available for borrowing, but the fee rate is still at reasonable levels. If no sales occur, then they will receive an equity interest in a spin-off entity that holds TRCH remaining oil and gas assets.". Preferred Stock Dividend to be Issued to Torchlight Shareholders Prior to Closing. 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"). I wrote this article myself, and it expresses my own opinions. 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. We present a new class of architected materials called field responsive mechanical metamaterials (FRMMs) that exhibit dynamic . Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. I am not receiving compensation for it (other than from Seeking Alpha). Is there a short squeeze? Transformational Deal to Accelerate Growth, Scale and Commercialization of Metamaterials. The reason why investing in short squeezes is a bad idea is because they dont last long. 2023 InvestorPlace Media, LLC. 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. The opinions expressed in this article are those of the writer, subject to the InvestorPlace.comPublishing Guidelines. 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.". Reuters, the news and media division of Thomson Reuters, is the worlds largest multimedia news provider, reaching billions of people worldwide every day. "I am excited to work with them and equally excited about the outcome for our faithful Torchlight shareholders. All statements in this release that are not based on historical fact are "forward looking statements." Browse an unrivalled portfolio of real-time and historical market data and insights from worldwide sources and experts. 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. We believe this Transaction provides our shareholders with the best opportunity moving forward. Just look at the share price and volume for Torchlight. Financials The finances of META do not, in my opinion, create an accurate picture. 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. 1125 N. Charles St, Baltimore, MD 21201. There arent that many shares available for borrowing, but the fee rate is still at reasonable levels. , the company is being covered and promoted by several channels including Moon Market, Alpha Status Stocks, DarrenJacksonTV, Trading With CJ, and Voorhees Trading. 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. The short interest had been steadily increasing over the past few months. Access unmatched financial data, news and content in a highly-customised workflow experience on desktop, web and mobile. No forward-looking statement can be guaranteed. TRKA Stock: Have Retail Investors Found a Gem in Troika Media Group? Torchlight's stock price surged following the announcement of its merger with Metamaterials. META is headquartered in Dartmouth, Nova Scotia and has offices in London, UK and Pleasanton, California. Looking like March 12 for merger date? Metamaterials Technologies, known as META ( MMATF :US MMAT :CAN) is currently trading at $2.66 as of 02.27.2021. Torchlight also announced that it implemented a 1 . Torchlights definitive proxy statement/prospectus will be mailed to Shareholders of Torchlight as of a record date to be established for voting on the transactions described in this report. 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. They made what is considered to be the largest domestic newfield discovery in over 30 years at their Orogrande site. Torchlights management will remain, in an advisory role focused on winding down Torchlights legacy business and maximizing the value obtained from the divestiture of Torchlights oil and gas assets. Torchlight Energy is currently an oil and gas exploration company. Torchlight has engaged Roth Capital Partners as financial advisor and Stikeman Elliott LLP and K&L Gates LLP as legal advisors, and Metamaterial has engaged Hamilton Clark and Cormark Securities as financial advisors and Fasken Martineau DuMoulin LLP andWilson Sonsini Goodrich& Rosati P.C. It has gone up significantly since the merger announcement. Assuming that TRCH's assets are worthless, based on Metamaterial's market cap, that values TRCH at $198 x 25% = $49.50M, which equals a share price of $49.5M/143M = $0.35. 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. Metamaterial has some interesting products at the moment. In my view, when these short squeezes are caused intentionally, there could be multiple waves. 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. Investors are pushing the value up another 40% ahead of Monday trading as meme stock message boards continue to light up on TRCH stock. Definitive agreement was signed for a business combination undue reliance upon any such forward-looking.. Largest domestic newfield discovery in over 30 years at their orogrande site Prior to Closing agreement was signed a. 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