Through this reverse merger Torchlight receives a 25% stake in META. All articles are my opinion - they are not suggestions to buy or sell any securities. The story is narrative-driven and its not prudent to use traditional metrics such as P/S, P/E, or EV/EBITDA. There can be no assurances that a transaction will be consummated as a result of the LOI. As a result of the transaction and our recent ATM offerings, META now has over $160 million in cash and a virtually debt free balance sheet with approximately 285 million shares issued and outstanding after the 2 to 1 reverse split. If no sales occur, then they will receive an equity interest in a spin-off entity that holds TRCH remaining oil and gas assets.". The new company, Meta Materials Inc., will begin trading on the Nasdaq after Monday's opening bell under the ticker symbol MMAT. On December 14, 2020, the companies signed an agreement for the . 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. Merger Metals LLC has over 40 years of Industry Experience. There seems to be a short squeeze at Torchlight, with which Metamaterial is merging to list on NASDAQ. that it inked an agreement with a fund named Lincoln Park Capital to sell shares for up to $20.8 million. 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. 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 has engaged Roth Capital Partners as financial advisor in connection with the transaction. InvestorPlace contributor Robert Lakin is a veteran financial writer and editor, including previous stints with Bloomberg News and as a buyside equity research editor. 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. We believe this Transaction provides our shareholders with the best opportunity moving forward. 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. Is this happening to you frequently? $12M is about the value of a clean empty shell Nasdaq listing. I wrote this article myself, and it expresses my own opinions. META has engaged Hamilton Clark as financial advisor on its behalf. Meta Materials' (META) stock faced a lot of praise and headwinds in 2021. As we believe TRCH's assets are practically worthless, we don't believe they will be able to sell them for any meaningful sum. ?In this video, I want to talk more about the reverse merger between Torchligh. Is this happening to you frequently? They have also created electromagnetic interference protection that can play a large roll in infrastructure defense. Torchlight urges you to consider those risks and uncertainties in evaluating its forward-looking statements. (5) NanoWeb - A Revolutionary Transparent Conductive Film - YouTube. $12M is about the value of a clean empty shell Nasdaq listing. It has been our goal for META to be a NASDAQ-listed company, stated George Palikaras, President & CEO of Metamaterial. Fundamentally, it could be todays announcement that the company bought a few extra days to finalize a merger transaction. As shown in the arrangement agreement filing, if one party calls off the merger, they must pay a "Termination Payment" of $2M. Torchlight announced Friday that its. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. In connection with the Transaction, Torchlight and Metamaterial respectively obtained fairness opinions. Copyright 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. "In order to unlock value potential from our national listing and access to the capital markets, we shifted some attention from the divestiture of our oil and gas assets to an acquisition strategy targeting proven disruptive technology companies with strong environmental, social and governance (ESG) priorities. 1125 N. Charles St, Baltimore, MD 21201. 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. This will also trigger a special dividend to shareholders of Torchlight. Email:[emailprotected]. 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. The recent loan from Torchlight does not figure into the numbers below. Reuters provides business, financial, national and international news to professionals via desktop terminals, the world's media organizations, industry events and directly to consumers. However, there are still some. 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. CEO and Founder -George Palikaras Ph.D. Lorem ipsum dolor sit amet, consectetur adipiscing elit. I wrote this article myself, and it expresses my own opinions. It all happens at the free AI Super Summit. At TRCH's current share price, it is trading at a whopping 1050% premium to its arbitrage value. Hazel-Midland Basin -12,000 gross (9,600 net acres) 80% WI (operated) under contract for 12.4m ($1300 acre), 3. 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. Torchlight has assets focused in West andCentral Texaswhere their targets are established plays such as the Permian Basin. 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. 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. MMAT has no desire to keep any of TRCH's assets in the combined company. If it's a value stock - great. With this, Metamaterials share price is likely to tumble to around $3 per share. META Executive Team has an extremely deep educational background in the hard sciences with a lot of experience creating innovative products. 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. 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. Torchlight (TRCH) and Metamaterials (MMATF) Merger: HOW MUCH MONEY WILL WE GET! Investors are pushing the value up another 40% ahead of Monday trading as meme stock message boards continue to light up on TRCH stock. Torchlight Energy is currently an oil and gas exploration company. Effectively, TRCH's business will be extracted from the Nasdaq listing and put aside into an OTC listing where it will go to "die". The whole stock market depends only on whether there are more shares than idiots or more idiots than shares. They just received a 10m loan from Torchlight to continue this expansion. Automotive HUD See Solution De-icing / De-fogging See Solution Transparent Antennas See Solution The story is narrative-driven and its not prudent to use traditional metrics such as P/S, P/E, or EV/EBITDA. The purpose of the merger is only so Metamaterial can be listed on the Nasdaq. The transaction is essentially a reverse merger, with Metamaterial getting a NASDAQ listing for their firm,. The Proposed Transaction remains subject to completion of a due diligence review by each party and negotiation of definitive agreements and the structure may change due to tax or other transaction considerations. Which will lower the costs and mass of self-driving vehicles. In December 2020, Torchlight Energy Resources and Metamaterial had announced a definitive agreement was signed for a business combination. The following calculations are based off numbers present by the company in March of 2020. 3rd party valuation of potential recoverable hydrocarbons, 2. Please disable your ad-blocker and refresh. Metamaterial designs, develops, and manufactures advanced materials specializing in nanocomposites, nanofabrication, and machine learning to control light and electromagnetic waves. The Combined Company shall use its commercially reasonable efforts to cause the Torchlight oil and gas assets to be sold by June 30th, 2021. All statements in this release that are not based on historical fact are "forward looking statements." Looking forward to March 12th. GameStops January short squeeze lasted just around two weeks and ended just as mainstream media picked up the story. Liquidity is low on the OTC market and there is no data on the availability of Metamaterial for sale. 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. At the time of the merger announcement, on the close of 12/14/20, Metamaterial was valued at much less. 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. We believe the reason for this is speculation over the merger and sale of the assets. InvestorPlace contributor Robert Lakin is a veteran financial writer and editor, including previous stints with Bloomberg News and as a buyside equity research editor. There can be no assurances that the Transaction will be consummated. Copyright 2023 InvestorPlace Media, LLC. TRKA Stock: Have Retail Investors Found a Gem in Troika Media Group? The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. Once the merger is complete Torch will own 25% but gets the first pick while MMAT . 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. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. Perform your own due diligence and consult a financial professional before trading. 1125 N. Charles St, Baltimore, MD 21201. On the date of publication, Robert Lakin did not have (either directly or indirectly) any positions in the securities mentioned in this article. 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 . Neither META or Torchlight has incurred any finders fees in association with this transaction. How can investors take part in this move? Torchlight's stock price surged following the announcement of its merger with Metamaterials. 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. His Substack newsletter,TLV Strategist, covers the Israel business scene. That would bring a per share value to TRCH of $12.12M/143M = ~$0.08. And since Metamaterial is merging with this company, its valuation has been soaring too. I have no business relationship with any company whose stock is mentioned in this article. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. META is changing the way we use, interact and benefit from light. Google finance notes a 21.48% year over year revenue increase and META claims a $121m a year revenue potential over the next 18 months. The Proposed Transaction represents a strategic shift for Torchlight. 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. 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). Shareholders have approved the deal, whose terms stipulate that Metamaterial shareholders will own 75% of the combined company, while Torchlight shareholders get 25%. In November 2020, Torchlight extended an existing letter of intent with Metamaterial to work toward a definitive merger agreement. Winkler Project 1,080 gross acres, 12.5% WI (non-operated) under contract for $450k (350k to Torchlight). See here for a complete list of exchanges and delays. After the merger and up-listing to the NASDAQ, I expect META to be trading no lower than $5. listed company in the world with a market capitalization of 300 billion. 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). Torchlight Energy and Metamaterial (MMATF) announced the signing of a definite agreement on 12/14/20 for a business combination. The short interest had been steadily increasing over the past few months. Metamaterials (MMATF) and Tesla (TSLA) Rumors | Why it COULD MAKE SENSE! Following the closing of the Transaction, the board of directors of the combined company will be comprised of 7 members, one of whom is to be appointed by Torchlight, a second to be jointly appointed by Metamaterial and Torchlight and the remaining 5 to be appointed by Metamaterial. 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. The Plano, Texas-based company traces its roots back to Pole Perfect, incorporated in 2007 in Nevada to market feminine fitness dance studios utilizing the advantages of pole dancing. I am not receiving compensation for it (other than from Seeking Alpha). In 2020 to date, META has been granted 11 new patents. Browse an unrivalled portfolio of real-time and historical market data and insights from worldwide sources and experts. Torchlight, Metamaterial and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Torchlight Shareholders in connection with the proposed business combination. This discovery coincided with economic collapse of oil due to Covid crisis. 134,000 acres *72.5% interest at $1000 acre=97.15m + 12.75m (Hazel/Winkler) =109.9m/143.6m shares= 76.5 cent share, Medium Case estimate 3.7 billion recoverable barrels * 72.5% interest at 5 cents per barrel= 134m+12.75m (Hazel/Winkler) =146.75m= $1.00 per share, 134,000 acres *72.5% interest at $1300 acre=126.3m +12.75m (Hazel/Winkler) =126.3m/143.6m shares=96 cent share, 134,000 acres *72.5% interest at $2500 acre=242.88m +12.75m (Hazel/Winkler) =255.63m/143.6m shares= $1.78 per share, 134,000 acres *72.5% interest at $5000 acre=485.75m+12.75m (Hazel/Winkler) =500.25/143.6m shares=$3.48 per share, 134,000 acres *72.5% interest at $7500 acre=728.63m+12.75m (Hazel/Winkler) =741.38/143.6m shares=$5.16 per share, Medium Case estimate 3.7 billion recoverable barrels * 72.5% interest at 50 cents per barrel= 1.34bn+12.75m (Hazel/Winkler) =1.3527b = $9.42 per share, High Case estimate 5.0 billion recoverable barrels * 72.5% interest at 50 cents per barrel= 3.625+12.75m (Hazel/Winkler) =3.638b =$25.33 per share. 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. 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. META has a growing patent portfolio with three core. Trading on the OTC, TRCH won't be able to command nearly the valuation or attention that it could on the Nasdaq. META is changing the way we use, interact with, and benefit from light and other forms of energy. I think the short squeeze is likely to end soon thanks. (Source: Interactive Brokers, using a paper trading account). This February META acquired Interglass Technology AG of Switzerland, their IP and over 70 patents. 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