The recent loan from Torchlight does not figure into the numbers below. Torchlight has engaged Roth Capital Partners as financial advisor in connection with the transaction. read more. Metamaterial designs, develops, and manufactures advanced materials specializing in nanocomposites, nanofabrication, and machine learning to control light and electromagnetic waves. like what happened at GameStop in March. 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. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. At the time of the merger announcement, on the close of 12/14/20, Metamaterial was valued at much less. 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. 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. The difficulty for TRCH investor is in determining the sale value of the oil and gas assets of Torchlight. 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. 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. Its a win-win situation for both. "We recognize the significant value in having a national exchange listing in the United States that will provide META with better access to the capital markets," commented George Palikaras, Metamaterial's President and Chief Executive Officer. Torchlight Energy is engaging in a reverse merger, we believe because it has accepted that its assets are practically worthless. 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. It is intended to reposition Torchlight into the multi-billion-dollar Advanced Materials market1 as a global cleantech and technology leader. This discovery coincided with economic collapse of oil due to Covid crisis. We are here to support any Tesla vehicle with repair services, parts, upgrades, and advanced engineering services. 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. Our Standards: The Thomson Reuters Trust Principles. Metamaterial offers proven disruptive technology with strong environmental, social and governance (ESG) priorities. On the date of publication, Robert Lakin did not have (either directly or indirectly) any positions in the securities mentioned in this article. META's CEO, George Palikaras to be appointed CEO of the Combined Company, along with the appointment of a new CFO. 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. As shown in Metamaterial's executive statements above, there is no mention at all of any value to TRCH or its assets. Opening a small short position on the CSE could be a good idea. META is headquartered in Dartmouth, Nova Scotia and has offices in London, UK and Pleasanton, California. Combine this sector with other markets like advanced materials, IoT, medical, energy, aerospace, and automotive markets, and the market opportunity grows beyond $3 trillion. 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. As this is not investment advice anyways, here are some possible valuations. 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. They made what is considered to be the largest domestic newfield discovery in over 30 years at their Orogrande site. That short squeeze lasted just one week. See here for a complete list of exchanges and delays. I wrote this article myself, and it expresses my own opinions. And that's AFTER the merger definite agreement was announced. Metamaterial designs, develops, and manufactures. 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. 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. I am not receiving compensation for it (other than from Seeking Alpha). While 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. Perform your own due diligence and consult a financial professional before trading. Short squeezes rarely last long and Torchlight is selling shares, which is a very good scenario to take a short position. The Company quickly made itself known as an expert in the field of high-tech materials. There can be no assurances that a transaction will be consummated as a result of the LOI. A pending merger bought a couple of extra days, enough to ensure a special dividend is paid in time. Torchlight also announced that it implemented a 1-for-2 reverse split of TRCH stock. 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. On YouTube, the company is being covered and promoted by several channels including Moon Market, Alpha Status Stocks, DarrenJacksonTV, Trading With CJ, and Voorhees Trading. Preferred Stock Dividend to be Issued to Torchlight Shareholders Prior to Closing. That gave it a market cap of only $48M. 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. Metamaterial is getting a listing on NASDAQ in an easy way, while Torchlight investors get some money. They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered. Metamaterials CEO,George Palikaraswill be appointed CEO of the combined company, along with the appointment ofKenneth L. Riceas CFO and Executive Vice President. 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. Access unmatched financial data, news and content in a highly-customised workflow experience on desktop, web and mobile. In its. Reuters provides business, financial, national and international news to professionals via desktop terminals, the world's media organizations, industry events and directly to consumers. Is this happening to you frequently? Torchlight Energy and Metamaterial (MMATF) announced the signing of a definite agreement on 12/14/20 for a business combination. CSO and co-Founder Themos Kallos is Chief Science Officer with Ph.D. in Electrical Engineering with expertise in applied physics, metamaterials, wireless communications, and electromagnetic simulations. META's portfolio comprises 28 patent families, 19 of which are granted. 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. Meta Materials' (META) stock faced a lot of praise and headwinds in 2021. If the exchange rate is 1 Metamaterial share for 3.6 Torchlight shares (as mentioned in the proxy filing), that would imply that each Torchlight share would get around $1.60 in value from the . Whatever value TRCH's oil and gas projects end up being won't be significant in our opinion. Torchlight Energy Resources, Inc. (TRCH), based in Plano, 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. This year is weird. For those who . 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 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 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. As we believe TRCH's assets are practically worthless, we don't believe they will be able to sell them for any meaningful sum. All rights reserved. The Proposed Transaction represents a strategic shift for Torchlight. As stated in this recent Motley Fool article: On Feb. 16 Torchlight Energy announced that one of its lenders had converted $1.5 million worth of debt into 1 million shares of the company's stock. "NASDAQ is the world's premier technology exchange, providing us with the best platform to expand awareness of META on the global stage and fully realize the value of our portfolio of innovative sustainable products. How can investors take part in this move? Although the management of META believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. On that date, the company . The opinions expressed in this article are those of the writer, subject to theInvestorPlace.comPublishing Guidelines. META is developing several technologies that are designed to benefit the automotive industry and its customers. 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. 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. Metamaterials (MMATF) and Tesla (TSLA) Rumors | Why it COULD MAKE SENSE! 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. META delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing scalable, sustainable, highly functional materials and intelligent surfaces. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. With and end of year range of $8-$20 depending on production numbers and new partnerships. The following is a summary of the key terms of the Proposed Transaction as contemplated by the LOI. Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. 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. His Substack newsletter,TLV Strategist, covers the Israel business scene. It all happens at the free AI Super Summit. 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. - PennyQueen, Projected Markets for Metamaterials to 2023, Smart Materials: Opportunities in Structural Electronics and Electrics to 2030, Article on GlobeNewswire About Global Photovoltaic Markets, Worldwide Revenue from Electric Vehicles Since 2010, Internet of Things Forecasts and Market Estimates, largest domestic newfield discovery in over 30 years, under contract for $450k (350k to Torchlight), Conoco Phillips acquired Concho Resources. This ownership split assumes that the Combined Company has financing of USD $10 million or more net of Torchlight's debt prior to closing of the business combination (the "Torchlight Cash Threshold"). Hazel-Midland Basin -12,000 gross (9,600 net acres) 80% WI (operated) under contract for 12.4m ($1300 acre), 3. Opening a small short position on the CSE could be a good idea. The merger was analyzed by SA contributor Safety In Value back in March. 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). We specialize in the technology and healthcare sectors. The following is the 3-month chart for TRCH: TRCH closed at $0.46 on 12/17/20. On April 30, the company. META has a growing patent portfolio with three core technologies; holographic, lithographic, and wireless sensing, designed for high volume applications. I wrote this article myself, and it expresses my own opinions. I think the short squeeze is likely to end soon thanks. The deal includes plans to divest the legacy energy assets. Torchlight investors will get non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. Torchlight stock closed at $4.95 a share Friday, and Meta Material. Prior to closing, all debt of Torchlight is to be converted into common stock or repaid in full, excepting senior secured debt that may alternatively be modified such that the debtholders sole recourse in respect thereof will be against Torchlights pre-closing oil and gas assets. Many of META's functional materials and metamaterials are designed to increase the efficient use of light and other energy forms. The newly merged company begins trading today as the Nasdaq's first 'metamaterials' stock. The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. However, what the MF article doesn't seem to realize, is that the conversion of debt to equity is part of the merger agreement. Theres even room for more lines. Effectively, TRCH's business will be extracted from the Nasdaq listing and put aside into an OTC listing where it will go to "die". In November 2020, Torchlight extended an existing letter of intent with Metamaterial to work toward a definitive merger agreement. How can investors take part in this move? 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. No forward-looking statement can be guaranteed. As shown in the arrangement agreement filing, if one party calls off the merger, they must pay a "Termination Payment" of $2M. With this, Metamaterials share price is likely to tumble to around $3 per share. Readers are cautioned to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. Article printed from InvestorPlace Media, https://investorplace.com/2021/06/mmat-stock-meta-materials-hits-nasdaq-as-trch-stock-merger-closes/. The company isnt popular on WallStreetBets, but you can find viral posts on the RobinHoodPennyStocks, pennystocks, and smallstreetbets subreddits touting it as a potential short squeeze. It all happens at the free AI Super Summit. Metamaterials are a subset of functional materials, according to the company. 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). Recall that the company plans to merge with Metamaterial (OTCMKTS: MMATF ), which makes advanced materials. Torchlight Energy Resources announced on June 25 that it completed the necessary steps to make its merger with Meta Materials, Inc. official. This transaction is similar to the popular deals involving. for their shell and get to keep the energy business. Email:[emailprotected]. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known. 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). 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. These documents, once available, can also be obtained, without charge, at the SECs web site (http://www.sec.gov). 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. Additional disclosure: I am not a financial adviser. 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. Torchlight's stock rose as high as 74% last Monday as retail investors piled into the stock with record volumes. 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. To learn more visit www.metamaterial.com. Torchlights Shareholders will also be able to obtain a copy of such documents, without charge, by directing a request to:John A. Brda, President of Torchlight Energy Resources, Inc., 5700 W. Plano Parkway, Suite 3600,Plano, Texas75093; e-mail:[emailprotected]. The company isnt popular on WallStreetBets, but you can find, Also, Torchlight has been one of the most discussed stocks on. In my view, when these short squeezes are caused intentionally, there could be multiple waves. All statements in this release that are not based on historical fact are "forward looking statements." 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. Jun. Orogrande Basin 134,000 acre lease 72.5% interest (97,150 net acres), the site has had several successful test wells drilled. At TRCH's current share price, it is trading at a whopping 1050% premium to its arbitrage value. I intend to hold my shares for a minimum of two years. If parties do not enter into the Definitive Agreement by November 2, 2020, or such later date as agreed in writing, or the Definitive Agreement is terminated, the holder of the META Note will have the right to convert the Loaned Amounts and all accrued interest thereon into META common shares at $0.35 (CAD) per common share. If you have an ad-blocker enabled you may be blocked from proceeding. Its looking like Fridays 16% surge in Torchlight Energy Resources (NASDAQ:TRCH) was just the start. Whats behind the move? The proxy statement/prospectus will be mailed to Torchlights Shareholders. All statements that address operating performance or events or developments Torchlight Energy Resources expects or anticipates will occur in the future, such as stated objectives or goals, our refinement of strategy, our attempts to secure additional financing, our exploring possible business alternatives, or that are not otherwise historical facts, are forward-looking statements. However, there are still some Metamaterial shares available in Canada. Liquidity is low on. Drilling rights in the Permian Basin of West Texas and New Mexico averaged about $24,000 an acre in recent deals, down 67% from 2018, according to Rystad Energy, an Oslo-based research firm. 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. META has engaged Hamilton Clark as financial advisor on its behalf. Only the Nasdaq listing. 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.. Torchlight available for borrowing. 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. Although META has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Augmented Reality applications- META has been developing the necessary technology while also acquiring other companies and their patents. 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. - Disclosure: I am not a financial adviser. The same is happening at the moment with Torchlight. Medical Applications META has a strong research base in photonics as well as wireless technologies, they are currently able to enhance the signals 200-500% on MRIs with their resonators and intensity correction algorithms. META has a growing patent portfolio with three core. However, I think things have gotten out of hand with the valuation of Metamaterial and it has little to do with the company itself. 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. The reason why investing in short squeezes is a bad idea is because they dont last long. The company stated that it believes it will be positioned to capture a significant portion of this market by being able to mass manufacture, on a cost-effective basis, the required holographic optical components for the augmented reality smart glasses market. Is there a short squeeze? Here is a DD write up and estimate by user u/Mr_Delmont. Lorem ipsum dolor sit amet, consectetur adipiscing elit. It has appreciated substantially. 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.". We predict the spin-off company will be put into an OTC stock. If you have an ad-blocker enabled you may be blocked from proceeding. 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. 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 rights reserved. Their technology can allow multiple transparent 5G antennas for IoT integration and their nanomaterials can improve the angular scan range of LIDAR used in self-driving vehicles. That gave it a market cap of only $48M. 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. The company detailed its paying of a special dividend to its shareholders, as well as a reverse stock split. In 2020 to date, META has been granted 11 new patents. $12M is about the value of a clean empty shell Nasdaq listing. 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. I view Metamaterial as an interesting startup in a rapidly growing sector, whose valuation has soared due to a short squeeze at Torchlight. Please. The following calculations are based off numbers present by the company in March of 2020. The shares, however, gave up some of the gains after the company upsized its stock offering. 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. The story is narrative-driven and its not prudent to use traditional metrics such as P/S, P/E, or EV/EBITDA.
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