The purpose of the merger is only so Metamaterial can be listed on the Nasdaq. 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. 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. The last major purchase in the Permian Basin was in October 2020 when Conoco Phillips acquired Concho Resources in a $9.7 BN all stock transaction, adding 550,000 acres in the Permian basin and 200,000 b/d. Torchlight will declare a dividend of preferred stock to its common shareholders on the record date, with such dividend being payable immediately prior to closing of the Transaction. Torchlight is likely to end soon is because the company is taking advantage of the irrational share price increase and has launched a, Brooklyn ImmunoTherapeutics made a similar move. Copyright 2023 InvestorPlace Media, LLC. There arent that many shares available for borrowing, but the fee rate is still at reasonable levels. Once these assets are sold their net proceeds will be divided among shareholders in the form of a special dividend. , this is what I like to see in a startup a rapidly growing market and great products and partnerships. 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. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the ability of the parties to reach agreement on definitive agreements, 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 management's ability to manage and to operate the business. Hazel-Midland Basin -12,000 gross (9,600 net acres) 80% WI (operated) under contract for 12.4m ($1300 acre), 3. Stoking some of the chat is a merger announcement on June 11 regarding Torchlight and Metamaterial (OTCMKTS: MMATF ), which makes advanced materials. 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. I view Metamaterial as an interesting startup in a rapidly growing sector, whose valuation has soared due to a short squeeze at Torchlight. With its four full-time employees, Torchlights business doesnt seem like it should attract the sort of social media love that it has. Augmented Reality applications- META has been developing the necessary technology while also acquiring other companies and their patents. 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. as legal advisors. Build the strongest argument relying on authoritative content, attorney-editor expertise, and industry defining technology. Effectively, TRCH's business will be extracted from the Nasdaq listing and put aside into an OTC listing where it will go to "die". Many emerging technologies have historically been adopted by the automotive industry to improve performance, safety and comfort. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. META is headquartered in Dartmouth, Nova Scotia and has offices in London, UK and Pleasanton, California. His Substack newsletter,TLV Strategist, covers the Israel business scene. Looking forward to March 12th. $12M is about the value of a clean empty shell Nasdaq listing. On that date, the company . Here is a DD write up and estimate by user u/Mr_Delmont. The market for metamaterials is almost non-existent at the moment but is projected to grow to $10.7 billion SAM by 2030. Torchlight investors will get non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. With this reverse merger Metamaterials will be brought into the main market with Torch becoming the shell company. Like the other metamaterials . 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. The Combined Company, formerly known as Torchlight Energy Resources, Inc., will at closing focus its business to align with the current business of META. Metamaterial offers proven disruptive technology with strong environmental, social and governance (ESG) priorities. META is changing the way we use, interact and benefit from light. This year is weird. 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. 1125 N. Charles St, Baltimore, MD 21201. 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.. This confirms to us that our analysis on TRCH is correct. META has engaged Hamilton Clark as financial advisor on its behalf. There seems to be a short squeeze at Torchlight, with which Metamaterial is merging to list on NASDAQ. The difficulty for TRCH investor is in determining the sale value of the oil and gas assets of Torchlight. GameStops January short squeeze lasted just around two weeks and ended just as mainstream media picked up the story. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. The shares, however, gave up some of the gains after the company upsized its stock offering. 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. I am not receiving compensation for it (other than from Seeking Alpha). Its a win-win situation for both. Upon completion of the Proposed Transaction, shareholders of META are expected to hold a 75% interest in the combined entity. It did sell its interest in its Winkler Project in November for $450K, but that's not a significant sum. Merger Metals LLC has over 40 years of Industry Experience. Torchlight has assets focused in West and Central Texas where their targets are established plays such as the Permian Basin. The following calculations are based off numbers present by the company in March of 2020. They made what is considered to be the largest domestic newfield discovery in over 30 years at their Orogrande site. - Disclosure: I am not a financial adviser. Through this reverse merger Torchlight receives a 25% stake in META. Torchlight announced Friday that its. InvestorPlace contributor Robert Lakin is a veteran financial writer and editor, including previous stints with Bloomberg News and as a buyside equity research editor. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. Meta Materials will be buying all issued and outstanding shares of Nanotech stock for a set price of $1.25 per share as a part of the merger. Torchlight's stock rose as high as 74% last Monday as retail investors piled into the stock with record volumes. 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. (you can quote me on this). However, there are still some. See here for a complete list of exchanges and delays. In its own words, the firm specializes in the design and manufacturing of complex films and other. Metamaterial Inc. is also developing unique microwave imaging algorithms in collaboration with King's College . 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. On 4/29/19, we published a report that stated we believe that Torchlight Energy (TRCH) assets are worthless and that "we do not believe Torchlight will be able to successfully complete the sale of the company or its asset(s).". Theres even room for more lines. Several of the videos on Torchlight have over 50,000 views each. 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. METAs unique Nanoweb films are 98% transparent, meaning that they can be placed on any glass. The company added that capacity could be increased to 200,000 units per month with the addition of a second, eight-hour shift. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. I have been investing in stocks since 2007.I have no preference for sectors or countries - I'm as comfortable owning a part of a cement miner in Peru as holding shares in a wheat farming firm in Bulgaria. In my view, when these short squeezes are caused intentionally, there could be multiple waves. Pertinent deal terms are as follows: Torchlight and Metamaterial invite all interested parties to view a webcast introduction of George Palikaras, CEO of META and an overview on META. 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. 60 Highfield Park Dr, Dartmouth, NS B3A 4R9 Canada, Tel: 1-902-482-5729 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. 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. 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. As you can see, there are many possible valuations. 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. 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. Combine this sector with other markets like advanced materials, IoT, medical, energy, aerospace, and automotive markets, and the market opportunity grows beyond $3 trillion. Additional details will be announced if and when a Definitive Agreement is reached. In a reverse takeover to list on the Nasdaq and access the U.S. capital markets, Metamaterial Inc, a smart materials and photonics company, last year agreed to merge with Torchlight, an oil and gas producer. 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. It has been our goal for META to be a NASDAQ-listed company, stated George Palikaras, President & CEO of Metamaterial. Many of META's functional materials and metamaterials are designed to increase the efficient use of light and other energy forms. 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. Represent the value of a second, eight-hour shift that are meant represent... 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