This Transaction provides our shareholders with access to the multi-billion-dollar markets that Metamaterial serves and new applications that are being revolutionized with their sustainable technologies, while still allowing our Shareholders at closing of the Transaction to participate in the proceeds of our oil and gas asset divestitures., METAs management, led by George Palikaras, has built an extraordinary award-winning cleantech company whose proprietary advanced technologies address multiple markets and improve their customers capabilities, saidGreg McCabe, Torchlights Chairman. 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. 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. Metamaterial designs, develops, and manufactures advanced materials specializing in nanocomposites, nanofabrication, and machine learning to control light and electromagnetic waves. GameStop Moderna Pfizer Johnson & Johnson AstraZeneca Walgreens Best Buy Novavax SpaceX Tesla. META has engaged Hamilton Clark as financial advisor on its behalf. 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. The shares, however, gave up some of the gains after the company upsized its stock offering. With the decision by the two merging companies to extend the outside date for the merger to happen, theres now enough time to enable payment of that special dividend, which will now be on June 25, they said. 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. (you can quote me on this). META partnered with Airbus to develop and commercialize this technology. In November 2020, Torchlight extended an existing letter of intent with Metamaterial to work toward a definitive merger agreement. Fundamentally, it could be todays announcement that the company bought a few extra days to finalize a merger transaction. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known. Torchlight and Metamaterial urge investors, Shareholders and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the proposed business combination transaction. 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. I have no business relationship with any company whose stock is mentioned in this article. 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. as legal advisors. We believe this Transaction provides our shareholders with the best opportunity moving forward. Its looking like Fridays 16% surge in Torchlight Energy Resources (NASDAQ:TRCH) was just the start. If the dividend or share buyback yield is high - even better. "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. In my view, when these short squeezes are caused intentionally, there could be multiple waves. I have spoken with many industry experts and received varying price targets that trended toward the upper side of the values I am presenting. The company isnt popular on WallStreetBets, but you can find, Also, Torchlight has been one of the most discussed stocks on. Stoking some of the chat is a merger announcement on June 11 regarding Torchlight and Metamaterial (OTCMKTS: MMATF ), which makes advanced materials. Crypto. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Torchlights Shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Looking like March 12 for merger date? The merger was analyzed by SA contributor Safety In Value back in March. There is no share available for short selling at Torchlight. Note that the company isn't promoting the business itself, but this is being done by a significant number of retail investors and traders. 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. We are very excited to sign the definitive agreement with Metamaterial, statedJohn Brda, Torchlights CEO. 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. 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. 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. Metamaterials are a subset of functional materials, according to the company. But . It all happens at the free AI Super Summit. Using that market cap, that puts TRCH's value at only $48M x 25% = $12.12M. META's innovations have been reported in popular technology magazines such as Wired.com "Bizarre New Materials Could Make Bendy Phones That Work" and the Financial Times which listed the category of metamaterials in their "50 Ideas To Change The World" in a special annual report. On that date, the company . META has an extensive intellectual property portfolio, a global presence and multiple R&D and product development agreements with government agencies and private enterprises. 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. 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). Build the strongest argument relying on authoritative content, attorney-editor expertise, and industry defining technology. Torchlight Energy is engaging in a reverse merger, we believe because it has accepted that its assets are practically worthless. At this point I think their customer service reps probably have PhDs. SOURCE: Torchlight Energy Resources, Inc. View source version on accesswire.com: https://www.accesswire.com/606985/Torchlight-and-Metamaterial-Announce-Planned-Business-Combination, Bizarre New Materials Could Make Bendy Phones That Work, awarded "Best New Product in Commercial Aviation", META partnered with Airbus to develop and commercialize this technology, META has also partnered with Lockheed Martin and the Canadian Government, https://www.accesswire.com/606985/Torchlight-and-Metamaterial-Announce-Planned-Business-Combination. Shareholders have approved the deal, whose terms stipulate that Metamaterial. 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. Torchlight stock closed at $4.95 a share Friday, and Meta Material. ", "META's management, led by George Palikaras has built an extraordinary award-winning cleantech company whose proprietary advanced technologies address multiple markets and improve their customer's capabilities," said Greg McCabe, Torchlights Chairman. Article printed from InvestorPlace Media, https://investorplace.com/2021/06/trch-stock-the-big-news-that-has-torchlight-energy-soaring-today/. Whats behind the move? This transaction is similar to the popular deals involving special purpose acquisition companies (SPACs). 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. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. I am not receiving compensation for it (other than from Seeking Alpha). Readers are cautioned to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. 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. The company detailed its paying of a special dividend to its shareholders, as well as a reverse stock split. 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. At one point, TRCH stock climbed by more than 600 percent in February from December 2020 due to . 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. Torchlight to acquire META through the issuance of common stock, such that at closing, the former equity holders of Torchlight would own 25% of the combined company (the "Combined Company") with the former equity holders of META owning the remaining 75% and META becoming a wholly-owned subsidiary of Torchlight. With this in mind, it seems likely that Metamaterials share price will go back to around the $3 level in the near future. See here for a complete list of exchanges and delays. "We look forward to driving significant value for shareholders in our mission to make every product smarter and more sustainable by utilizing the power of light and advanced materials.". At TRCH's current share price, it is trading at a whopping 1050% premium to its arbitrage value. Post from CEO of Metamaterial saying first step of merger is complete. Recall that the company plans to merge with Metamaterial(OTCMKTS:MMATF), which makes advanced materials. We have an over 80% success rate, see our reports at whitediamondresearch.com. META has a growing patent portfolio with three core technologies; holographic, lithographic, and wireless sensing, designed for high volume applications. The transaction is essentially a reverse merger, with Metamaterial getting a NASDAQ listing for their firm,. 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. Metamaterial and it has little to do with the company itself. That equals $251.6/1.27 = $198M USD. Torchlight investors will get, non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. The reason why investing in short squeezes is a bad idea is because they dont last long. There can be no assurances that the Transaction will be consummated. Liquidity is low on. The dividend will be one preferred share on a pro rata basis of the holding company holding the net proceeds (or assets if they have not yet sold). As this is not investment advice anyways, here are some possible valuations. His Substack newsletter,TLV Strategist, covers the Israel business scene. Nasdaq MMAT Stock: Meta Materials Hits Nasdaq as TRCH Stock Merger Closes, 5 Hypergrowth Stocks With 10X Potential in 2023, paid the special Series A Preferred Stock dividend, How to Tell if an AI Company Is Legit or Selling Snake Oil, Expect the Amazon Stock Slump to Continue, Louis Navellier and the InvestorPlace Research Staff. NASDAQ is the world's 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." Only the Nasdaq listing. 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. However, something unusual has been happening over the past few days. With its four full-time employees, Torchlights business doesnt seem like it should attract the sort of social media love that it has. Copyright Effectively, TRCH's business will be extracted from the Nasdaq listing and put aside into an OTC listing where it will go to "die". Merger Metals LLC has over 40 years of Industry Experience. They acquired this land at $10,471 per acre, this land was 74% proved and developed . They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered by scientists to exhibit new or enhanced properties. Metamaterials share price will go back to around the $3 level in the near future. There are no shares of Torchlight available for borrowing. I have no business relationship with any company whose stock is mentioned in this article. 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. It sounds like the merger vote will occur sometime around mid-March. 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.". - YouTube 0:00 / 12:23 #Metamaterials #TRCH Metamaterials (MMATF) and Tesla (TSLA) Rumors | Why it COULD MAKE. Sign up below to get this incredible offer! 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 company added that capacity could be increased to 200,000 units per month with the addition of a second, eight-hour shift. That gave it a market cap of only $48M. A pending merger bought a couple of extra days, enough to ensure a special dividend is paid in time. The current price of West Texas Intermediate (WTI)is currently $61.50 barrel. After the merger and up-listing to the NASDAQ, I expect META to be trading no lower than $5. 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. METAs unique Nanoweb films are 98% transparent, meaning that they can be placed on any glass. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. They have been investing money into research and development, IP acquisitions and scaling their operations. Metamaterials are a subset of functional materials, according to the company. 333-213390) containing a joint proxy statement/prospectus of SolarCity and Tesla. 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. The most comprehensive solution to manage all your complex and ever-expanding tax and compliance needs. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and electromagnetic waves. I view Metamaterial as an interesting startup in a rapidly growing sector, whose valuation has soared due to a short squeeze at, Torchlight. 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. "During the past six months the oil and gas market has softened due to the economic slowdown resulting from the pandemic," stated John Brda, Torchlight's CEO. Liquidity is low on the OTC market and there is no data on the availability of Metamaterial for sale. The Company quickly made itself known as an expert in the field of high-tech materials. 29 2021, Published 1:58 p.m. Short squeezes rarely last long and Torchlight is selling shares, which is a very good scenario to take a short position. 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. 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. Accordingly, readers should not place undue reliance on any forward-looking statements or information. 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. A place to find gems and meet new friends. 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. META has a growing patent portfolio with three core. 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. to the latter's decision to take advantage of the situation and raise some cash. for their shell and get to keep the energy business. Two of the project sites are under contract to be sold and the largest asset, the Orogrande site, is likely an extension of the Permian Basin and is being marketed to major and super major oil companies. Our Standards: The Thomson Reuters Trust Principles. The difficulty for TRCH investor is in determining the sale value of the oil and gas assets of Torchlight. 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. Once these assets are sold their net proceeds will be divided among shareholders in the form of a special dividend. The story is narrative-driven and its not prudent to use traditional metrics such as P/S, P/E, or EV/EBITDA. 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. The companys main focus has historically been on the acquisition and development of highly profitable domestic oil fields, with interests in Texas, including the Permian Basin and the Eagle Ford Shale. 1125 N. Charles St, Baltimore, MD 21201. If it's a value stock - great. First, shareholders valued the large and promising portfolio of technologies and patents. Following the Closing of the Transaction the board of directors of the combined company shall be comprised of 7 members (a) one of whom shall be appointed by Torchlight , subject to the approval of META and (b) one of whom shall be jointly agreed to by META and Torchlight . The opinions expressed in this article are those of the writer, subject to theInvestorPlace.comPublishing Guidelines. I was told that 50 cents a barrel was a valid price for the amount of potential oil with the limited studies that have been done. I think the main risk for the bear case is a second short squeeze. This year is weird. 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. We are here to support any Tesla vehicle with repair services, parts, upgrades, and advanced engineering services. META's portfolio comprises 28 patent families, 19 of which are granted. The company it's combining with, Metamaterial, has no interest in TRCH's business or assets. They have three major oil and gas assets. They just received a 10m loan from Torchlight to continue this expansion. Although the management of Metamaterial believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. 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. See here for a complete list of exchanges and delays. Please. We predict the spin-off company will be put into an OTC stock. Metamaterials CEO,George Palikaraswill be appointed CEO of the combined company, along with the appointment ofKenneth L. Riceas CFO and Executive Vice President. Typically, mechanical metamaterial properties are programmed and set when the architecture is designed and constructed, and do not change in response to shifting environmental conditions or application requirements. META delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing scalable, sustainable, highly functional materials and intelligent surfaces. TRKA Stock: Have Retail Investors Found a Gem in Troika Media Group? These documents, once available, can also be obtained, without charge, at the SECs web site (http://www.sec.gov). 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. I am long in TRCH at 36K shares and long in MMATF at 60K shares. How can investors take part in this move? The following is the 3-month chart for TRCH: TRCH closed at $0.46 on 12/17/20. Email:[emailprotected]. Many emerging technologies have historically been adopted by the automotive industry to improve performance, safety and comfort. Eg Tesla (TSLA). Is there a short squeeze? The assets of Torchlight energy include three project sites, an experienced management team, access to capital, and a NASDAQ listing. Once the two companies combine, it will just be Metamaterial. Disclosure: I am/we are short TRCH. Additional disclosure: I am not a financial adviser. It has appreciated substantially. 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. I think that Metamaterial is an exciting startup, but the end of the short squeeze is likely to push down its shares back to around $3 per share. I am not receiving compensation for it (other than from Seeking Alpha). Several of the videos on Torchlight have over 50,000 views each. 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