How can investors take part in this move? Eg Tesla (TSLA). Whatever value TRCH's oil and gas projects end up being won't be significant in our opinion. However, a termination of the merger would likely a be a bad event for Metamaterial's share price, because then it would be stuck trading on the Canadian exchange and would have to find a new Nasdaq reverse merger candidate. Trading on the OTC, TRCH won't be able to command nearly the valuation or attention that it could on the Nasdaq. 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. ET. 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. It appears to only want the Nasdaq listing. All articles are my opinion - they are not suggestions to buy or sell any securities. On that date, the company . I view Metamaterial as an interesting startup in a rapidly growing sector, whose valuation has soared due to a short squeeze at, Torchlight. 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. The recent loan from Torchlight does not figure into the numbers below. I have no business relationship with any company whose stock is mentioned in this article. 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. InvestorPlace contributor Robert Lakin is a veteran financial writer and editor, including previous stints with Bloomberg News and as a buyside equity research editor. 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. Build the strongest argument relying on authoritative content, attorney-editor expertise, and industry defining technology. They have three major oil and gas assets. 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. Additional Information and Where to Find It. His Substack newsletter,TLV Strategist, covers the Israel business scene. 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. Torchlight Energy and Metamaterial (MMATF) announced the signing of a definite agreement on 12/14/20 for a business combination. 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. Crypto. 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. Electro Optical & Infrared Systems (EO/IR). 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. Orogrande Basin 134,000 acre lease 72.5% interest (97,150 net acres), the site has had several successful test wells drilled. Torchlight has assets focused in West andCentral Texaswhere their targets are established plays such as the Permian Basin. 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 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"). As this is not investment advice anyways, here are some possible valuations. We believe this Transaction provides our shareholders with the best opportunity moving forward. 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. That would bring a per share value to TRCH of $12.12M/143M = ~$0.08. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Metamaterial 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. 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. META has an extensive intellectual property portfolio, a global presence and multiple R&D and product development agreements with government agencies and private enterprises. 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. Investors appear to be responding to rumors about the company working with Tesla. Readers are cautioned to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. quotes delayed at least 15 minutes, all others at least 20 minutes. 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. Torchlight Energy Resources announced on June 25 that it completed the necessary steps to make its merger with Meta Materials, Inc. official. 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. The same is happening at the moment with Torchlight. The proxy statement/prospectus will be mailed to Torchlights Shareholders. I/we have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. Torchlight Energy is engaging in a reverse merger, we believe because it has accepted that its assets are practically worthless. The Combined Company shall use its commercially reasonable efforts to cause the Torchlight oil and gas assets to be sold by June 30th, 2021. - Andr Kostolany. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. They have been investing money into research and development, IP acquisitions and scaling their operations. Such statements are based on the current expectations and views of future events of the management of Metamaterial and are based on assumptions and subject to risks and uncertainties. The company it's combining with, Metamaterial, has no interest in TRCH's business or assets. They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered by scientists to exhibit new or enhanced properties. All rights reserved. However, something unusual has been happening over the past few days. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. All articles are my opinion - they are not suggestions to buy or sell any securities. 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. 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. That short squeeze lasted just one week. Many of META's functional materials and metamaterials are designed to increase the efficient use of light and other energy forms. , this is what I like to see in a startup a rapidly growing market and great products and partnerships. 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. like what happened at GameStop in March. 333-213390) containing a joint proxy statement/prospectus of SolarCity and Tesla. All rights reserved. Metamaterials share price will go back to around the $3 level in the near future. The reason why investing in short squeezes is a bad idea is because they dont last long. Is there a short squeeze? Although Metamaterial 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. In connection with the Transaction, Torchlight and Metamaterial respectively obtained fairness opinions. This discovery coincided with economic collapse of oil due to Covid crisis. Disclosure: I am/we are short TRCH. As of this date certain stockholders of each of Torchlight and Metamaterial have executed customary voting and support agreement pursuant to which persons representing approximately 16% of Torchlight's and approximately 48% of Metamaterial's outstanding voting power have agreed to vote in favor of the transaction. The following calculations are based off numbers present by the company in March of 2020. Once these assets are sold their net proceeds will be divided among shareholders in the form of a special dividend. What could be a risk, is if the merger is called off. 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.. It has been our goal for META to be a NASDAQ-listed company, stated George Palikaras, President & CEO of Metamaterial. 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. 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. A short is more appealing when there's a clear endgame in sight. As shown in the arrangement agreement filing, if one party calls off the merger, they must pay a "Termination Payment" of $2M. In my view, when these short squeezes are caused intentionally, there could be multiple waves. But . 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. 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. All rights reserved. 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. That short squeeze lasted just one week. 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. 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. Since 2011, approximately CAD $60MM has been invested in META, yielding a sizable IP portfolio. Copyright 2023 InvestorPlace Media, LLC. For additional information on Torchlight, please visitwww.torchlightenergy.com. 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. On April 30, the company. Perform your own due diligence and consult a financial professional before trading. Additional disclosure: I am not a financial adviser. CEO and Founder -George Palikaras Ph.D. I have spoken with many industry experts and received varying price targets that trended toward the upper side of the values I am presenting. 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. Copyright 2023 InvestorPlace Media, LLC. See here for a complete list of exchanges and delays. Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. Torchlight Energy (TRCH) -5% post-market after announcing a one-for-two reverse stock split and confirming that its merger with Metamaterial will take effect on June 28. 1125 N. Charles St, Baltimore, MD 21201. Torchlight. This transaction is similar to the popular deals involving special purpose acquisition companies (SPACs). Torchlight will loan to Metamaterial an additionalUS$500,000, in exchange for an unsecured promissory note in substantially the same form as the 8% unsecured convertible promissory note that evidences Torchlights loan to Metamaterial ofUS$500,000onSeptember 20, 2020. I view it as likely since there are no shares available for short-selling as of the time of writing, according to data from Fintel. Shareholders have approved the deal, whose terms stipulate that Metamaterial. We have an over 80% success rate, see our reports at whitediamondresearch.com. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. Torchlight investors will get non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. 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. Brooklyn ImmunoTherapeutics made a similar move. This transaction will enhance our ability to pursue a broad range of opportunities and attract additional world-class talent. All statements in this release that are not based on historical fact are "forward looking statements." Nasdaq Several of the videos on Torchlight have over 50,000 views each. META has a total of 52 granted and 37 pending patent applications, including 26 in the United States and 63 in 18 other countries around the world. 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. Founded META in 2011, prior to that he founded MediWise, a wireless medical sensor company, he was also an antenna design engineer with AceAxis. All quotes delayed a minimum of 15 minutes. 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. Metamaterials (MMATF) and Tesla (TSLA) Rumors | Why it COULD MAKE SENSE! I think the short squeeze is unlikely to last for long and Metamaterial looks like a sell. 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. It has been our goal for META to be a NASDAQ-listed company," stated George Palikaras, President & CEO of Metamaterial. META's portfolio comprises 28 patent families, 19 of which are granted. META's products are designed and manufactured with environmental sustainability as a high priority. 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. It has gone up significantly since the merger announcement. At this point I think their customer service reps probably have PhDs. 1125 N. Charles St, Baltimore, MD 21201. special purpose acquisition companies (SPACs). 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. Stoking some of the chat is a merger announcement on June 11 regarding Torchlight and Metamaterial (OTCMKTS: MMATF ), which makes advanced materials. Shareholders have approved the deal, whose terms stipulate that Metamaterial shareholders will own 75% of the combined company, while Torchlight shareholders get 25%. Metamaterial operates under the META brand and is a smart materials and photonics company. Reuters, the news and media division of Thomson Reuters, is the worlds largest multimedia news provider, reaching billions of people worldwide every day. Its a win-win situation for both. 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. 29 2021, Published 1:58 p.m. Basically, Metamaterial shareholders get 75% of the new company. June 28 (Reuters) - Shares of Meta Material Inc (MMAT.O) gave up premarket gains to fall 20% on Monday, the first day of trading after a merger that saw the niche hi-tech materials maker swallow Torchlight Energy Resources, which was at the center of huge speculative bets by small individual traders. 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. 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. EMI shielding market projected to be valued at 6.8Bn in 2020 9.2B by 2025 CAGR 6.3% 2020-2025 Source: (Research and Markets). 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