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). 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. - Disclosure: I am not a financial adviser. Therefore, they will be spun-off into another company. TRKA Stock: Have Retail Investors Found a Gem in Troika Media Group? Using that market cap, that puts TRCH's value at only $48M x 25% = $12.12M. Metamaterial designs, develops, and manufactures. The following is a summary of the key terms of the pending Transaction as contemplated by the Arrangement Agreement. 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. which is measured in Tesla (T). The opinions expressed in this article are those of the writer, subject to the InvestorPlace.comPublishing Guidelines. Eg Tesla (TSLA). They acquired this land at $10,471 per acre. View Details 1425 W. 12th Place Suite 101 Tempe, AZ 85281 | Office: (623) 388-3634 sales@mergermetals.com 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. , the company is being covered and promoted by several channels including Moon Market, Alpha Status Stocks, DarrenJacksonTV, Trading With CJ, and Voorhees Trading. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. Torchlight (TRCH) and Metamaterials (MMATF) Merger: HOW MUCH MONEY WILL WE GET! Merger Metals LLC has over 40 years of Industry Experience. All statements that address operating performance or events or developments Torchlight expects or anticipates will occur in the future, such as stated objectives or goals, Torchlight's refinement of strategy, Torchlight's attempts to secure additional financing, Torchlight's exploring possible business alternatives, or that are not otherwise historical facts, are forward-looking statements. It is intended to reposition Torchlight into the multi-billion-dollar Advanced Materials market1 as a global cleantech and technology leader. All rights reserved. Upon completion of the Proposed Transaction, shareholders of META are expected to hold a 75% interest in the combined entity. The reason why investing in short squeezes is a bad idea is because they dont last long. It has gone up significantly since the merger announcement. Our Standards: The Thomson Reuters Trust Principles. Torchlight urges readers to consider those risks and uncertainties in evaluating Torchlight's forward-looking statements. A short is more appealing when there's a clear endgame in sight. Torchlight has assets focused in West and Central Texas where their targets are established plays such as the Permian Basin. But remember, Metamaterial is listed on the CSE. design and manufacturing of complex films and other materials called metamaterials, which can manipulate and utilize light and other forms of energy. The proxy statement/prospectus will be mailed to Torchlights Shareholders. Intellectual Ventures' metamaterials-based system has some distinct advantages: The microwave beam can be focused and redirected with relatively high efficiency, and with no moving parts. Once these assets are sold their net proceeds will be divided among shareholders in the form of a special dividend. They have three major oil and gas assets. It has gone up significantly since the merger announcement. 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. 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. We believe that it's been proven over time that TRCH's assets are worthless, and that the money received from selling them or the value of a spin-off isn't a risk to short sellers. 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. A video interview with both CEO's and Torchlight's Chairman will be available this week and separately announced with links provided. 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. 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. 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. 2023 InvestorPlace Media, LLC. The merger between TRCH and Metamaterial will likely happen after shareholders vote on it on March 12th, as stated in this PR. META is developing several technologies that are designed to benefit the automotive industry and its customers. META's CEO, George Palikaras to be appointed CEO of the Combined Company, along with the appointment of a new CFO. However, there are still some. We are very excited to showcase how metamaterials go beyond conventional materials and chemistry, to offer new and highly sustainable solutions with semiconductor precision, at kilometer scale.. The companys partners and customers include a lot of recognizable names. We specialize in the technology and healthcare sectors. Preferred Stock Dividend to be Issued to Torchlight Shareholders Prior to Closing. 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. The market for metamaterials is almost non-existent at the moment but is projected to grow to $10.7 billion SAM by 2030. There can be no assurances that the Transaction will be consummated. Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. It has been our goal for META to be a NASDAQ-listed company, stated George Palikaras, President & CEO of Metamaterial. 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. There arent that many shares available for borrowing, but the fee rate is still at reasonable levels. Biosensors - they are in the development process of a non-puncture blood glucose monitoring system. I am not receiving compensation for it (other than from Seeking Alpha). Torchlight investors will get, non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. 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. It sounds like the merger vote will occur sometime around mid-March. 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. Today, I want to talk about how an interesting Canadian startup named Metamaterial (. 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. You can view it, Metamaterial shareholders get 75% of the new company. Screen for heightened risk individual and entities globally to help uncover hidden risks in business relationships and human networks. The opinions expressed in this article are those of the writer, subject to theInvestorPlace.comPublishing Guidelines. After 10 years of scientific discovery and application development, Meta Materials is now the first Nasdaq-listed metamaterials company, joining the worlds premier exchange for technology companies, noted George Palikaras, the companys founding president and CEO. MMAT has no desire to keep any of TRCH's assets in the combined company. All rights reserved. Holders of Exchangeable Shares will be entitled to cast votes on matters for which holders of Torchlight common stock are entitled to vote and will be entitled to receive dividends that are economically equivalent to the dividends declared by Torchlight with respect to its common stock. 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. 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.". At this point I think their customer service reps probably have PhDs. However, something unusual has been happening over the past few days. Lorem ipsum dolor sit amet, consectetur adipiscing elit. Metamaterial Inc. is also developing unique microwave imaging algorithms in collaboration with King's College . The following is a summary of the key terms of the Proposed Transaction as contemplated by the LOI. There is no share available for short selling at Torchlight. Copyright 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. It would probably fall on this news, as it has also appreciated significantly over the last few months likely due to the anticipated merger. 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. 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. 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. 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. 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. 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. To learn more visit www.metamaterial.com. Theres even room for more lines. Whats behind the move? As a result,. 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. All statements in this release that are not based on historical fact are forward looking statements. These statements may be identified by words such as estimates, anticipates, projects, plans, strategy, goal, or planned, seeks, may, might, will, expects, intends, believes, should, and similar expressions, or the negative versions thereof, and which also may be identified by their context. 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. They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered. There are no Torchlight shares available for borrowing, but the same cant be said for Metamaterial. 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. The assets of Torchlight energy include three project sites, an experienced management team, access to capital, and a NASDAQ listing. Torchlight cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The short interest had been steadily increasing over the past few months. 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. 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. How can investors take part in this move? 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. And since Metamaterial is merging with this company, its valuation has been soaring too. 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. They have also created a radio-wave imaging system that has a wide array of uses but can be utilized as a safe, initial-step screening for breast cancers. META is changing the way we use, interact with, and benefit from light and other forms of energy. 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 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. Many of META's functional materials and metamaterials are designed to increase the efficient use of light and other energy forms. No forward-looking statement can be guaranteed. 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. With this reverse merger Metamaterials will be brought into the main market with Torch becoming the shell company. They just received a 10m loan from Torchlight to continue this expansion. CEO and Founder -George Palikaras Ph.D. Once the merger is complete Torch will own 25% but gets the first pick while MMAT . 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"). InvestorPlace contributor Robert Lakin is a veteran financial writer and editor, including previous stints with Bloomberg News and as a buyside equity research editor. For additional information on Torchlight, please visitwww.torchlightenergy.com. The short interest had been steadily increasing over the past few months. Oil prices are expected to rise to $80-$100 a barrel in the next six months. META has a growing patent portfolio with three core. I have no business relationship with any company whose stock is mentioned in this article. Founded META in 2011, prior to that he founded MediWise, a wireless medical sensor company, he was also an antenna design engineer with AceAxis. 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). Metamaterials CEO,George Palikaraswill be appointed CEO of the combined company, along with the appointment ofKenneth L. Riceas CFO and Executive Vice President. Once the two companies combine, it will just be Metamaterial. This year is weird. Metamaterials (MMATF) and Tesla (TSLA) Rumors | Why it COULD MAKE SENSE! What could be a risk, is if the merger is called off. CTO and Chairman Dr. Waldern founded DigiLens and Retinal Displays, Inc., he holds a PhD in Computer Science Virtual Reality, he has over 170 patents and specializes in waveguides. This year is weird. 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. They have also created electromagnetic interference protection that can play a large roll in infrastructure defense. Of course, they will additionally get whatever TRCH can sell its assets for or whatever their share is worth from the TRCH asset spinoff. ?In this video, I want to talk more about the reverse merger between Torchligh. Fundamentally, it could be todays announcement that the company bought a few extra days to finalize a merger transaction. Although the management of META believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. We are very excited to sign the definitive agreement with Metamaterial, statedJohn Brda, Torchlights CEO. META has engaged Hamilton Clark as financial advisor on its behalf. META is changing the way we use, interact and benefit from light. Additional disclosure: I am not a financial adviser. 2023 InvestorPlace Media, LLC. Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. The same is happening at the moment with Torchlight. These statements may be identified by words such as "estimates," "anticipates," "projects," "plans," "strategy," "goal," or "planned," "seeks," "may," "might", "will," "expects," "intends," "believes," "should," and similar expressions, or the negative versions thereof, and which also may be identified by their context. Metamaterials are a subset of functional materials, according to the company. Basically, Metamaterial shareholders get 75% of the new company. Augmented Reality applications- META has been developing the necessary technology while also acquiring other companies and their patents. In its own words, the firm specializes in the design and manufacturing of complex films and other materials called metamaterials, which can manipulate and utilize light and other forms of energy. = $ 12.12M the merger announcement has gone up significantly since the announcement... Rise to $ 80- $ 100 a barrel in the form of a blood. 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Said for Metamaterial may prove to be appointed CEO of Metamaterial the definitive Agreement with Metamaterial, statedJohn,... Just be Metamaterial are reasonable, they will be spun-off into another company a...