Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. The reason why investing in short squeezes is a bad idea is because they dont last long. 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.. From here, we believe we can now comfortably support our near and long-term growth initiatives, said Ken Rice, CFO and EVP of Meta Materials. Therefore, they will be spun-off into another company. Several of the videos on Torchlight have over 50,000 views each. We believe this Transaction provides our shareholders with the best opportunity moving forward. With this in mind, it seems likely that Metamaterials share price will go back to around the $3 level in the near future. 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. Its assets are practically worthless, and the stock is worth a fraction of its current market cap that has runup on the merger agreement. 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. It's a totally unrelated company to TRCH's oil and gas exploration business. The shares, however, gave up some of the gains after the company upsized its stock offering. 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. Ahead of the merger, Torchlight paid the special Series A Preferred Stock dividend on a 1-for-1 basis to its stockholders of record on June 24. "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. That was a huge move for the exploration and production company because it helped to clean up Torchlight's balance sheet. Torchlight urges you to consider those risks and uncertainties in evaluating its forward-looking statements. 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. In November 2020, Torchlight extended an existing letter of intent with Metamaterial to work toward a definitive merger agreement. META is changing the way we use, interact and benefit from light. Regarding valuation, I think its nearly impossible to come up with numbers for rapidly growing startups. As shown in the arrangement agreement filing, if one party calls off the merger, they must pay a "Termination Payment" of $2M. META delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing scalable, sustainable, highly functional materials and intelligent surfaces. 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. 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. This year is weird. All rights reserved. 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. TRCH Stock: The Big News That Has Torchlight Energy Soaring Today, 5 Hypergrowth Stocks With 10X Potential in 2023, 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. Opening a small short position on the CSE could be a good idea. After the merger is complete META will be the company name and it will be listed on the NASDAQ. 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. It's a. 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. If no sales occur, then they will receive an equity interest in a spin-off entity that holds TRCH remaining oil and gas assets.". META has a growing patent portfolio with three core. 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. However, I think things have gotten out of hand with the valuation of Metamaterial and it has little to do with the company itself. META's CEO, George Palikaras to be appointed CEO of the Combined Company, along with the appointment of a new CFO. $12M is about the value of a clean empty shell Nasdaq listing. Sign up below to get this incredible offer! These include a transparent window film that transforms outdoor 5G coverage; an invisible antenna that can enhance indoor 5G and digital TV reception; and a nano-heater that can provide deicing and defogging for autonomous vehicle sensors. 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. 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. 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. Torchlight shareholders on the record date will be entitled to receive a preferred stock dividend, payable immediately prior to the closing of the Transaction, that entitles them to their pro rata share of any proceeds resulting from any sale of Torchlights oil and gas assets that occurs on the earlier ofDecember 31, 2021or six months from the closing of the Transaction, and, after such time if such sales are not complete, will be entitled to receive a pro rata equity interest in a spin-off entity that holds Torchlights remaining oil and gas assets, subject to certain conditions. Do you remember the GameStop (NYSE:GME) short squeeze? META is currently trading at $2.66 I anticipate a near doubling with a successful merger vote. How can investors take part in this move? Additional details will be announced if and when a Definitive Agreement is reached. Once these assets are sold their net proceeds will be divided among shareholders in the form of a special dividend. However, what the MF article doesn't seem to realize, is that the conversion of debt to equity is part of the merger agreement. The following calculations are based off numbers present by the company in March of 2020. Like the other metamaterials . Please disable your ad-blocker and refresh. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and other forms of energy. In my view, when these short squeezes are caused intentionally, there could be multiple waves. Metamaterial designs, develops, and manufactures. But remember, Metamaterial is listed on the CSE. Trading on the OTC, TRCH won't be able to command nearly the valuation or attention that it could on the Nasdaq. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. 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. Metamaterials (MMATF) and Tesla (TSLA) Rumors | Why it COULD MAKE SENSE! 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. PLANO, TX and HALIFAX, NS / ACCESSWIRE / September 21, 2020 / Torchlight Energy Resources, Inc. (NASDAQ:TRCH), an oil and gas exploration company ("Torchlight") and Metamaterial Inc. ("META") (CSE:MMAT), a developer of high-performance functional materials and nanocomposite products, announced today the execution of a non-binding letter of intent ("LOI", signed on September 15, 2020), for Torchlight to acquire 100% of META and to divest within the first half of 2021 Torchlight's oil and gas assets for the benefit of Torchlight's legacy shareholders (the "Proposed Transaction"). 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. 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. CEO and Founder -George Palikaras Ph.D. Article printed from InvestorPlace Media, https://investorplace.com/2021/06/trch-stock-the-big-news-that-has-torchlight-energy-soaring-today/. Torchlight legacy shareholders will be entitled to a distribution of any values attributable to the sale of Torchlight's existing oil and gas business asset (net of Torchlight's debt, and closing expenses incurred in connection with such sale, subject to a 10% holdback to be held for a 12 month period to address any potential liabilities relating to the sale of the oil and gas assets of TRCH's pre-closing business). 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. ), which is starting to look significantly overvalued due to a retail investor-led short squeeze at a small energy company named Torchlight Energy Resources (NASDAQ: Metamaterial operates under the META brand and is a, smart materials and photonics company. 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. Torchlight investors will get non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. There are no Torchlight shares available for borrowing, but the same cant be said for Metamaterial. that it inked an agreement with a fund named Lincoln Park Capital to sell shares for up to $20.8 million. 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. I think the short squeeze is likely to end soon thanks. 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. 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. Transformational Deal to Accelerate Growth, Scale and Commercialization of Metamaterials. Metamaterial ( OTCPK:MMATF) is merging with Torchlight Energy Resources ( TRCH ). After the conversion it no longer has any term debt and two projects will have liens removed from them, as they backed the loan that was converted. They can provide a heads-up display across the windshield with almost immediate defogging and de-icing. The same is happening at the moment with Torchlight. 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. With its four full-time employees, Torchlights business doesnt seem like it should attract the sort of social media love that it has. Investors are keeping close watch on Torchlight Energy Resources after the stock extended June gains on Friday on news of a dividend payment, a TRCH stock split and the finalization of a merger with Metamaterials. TRCH will sell its assets or spin them off before the business combination happens; the combined company will get none of TRCH's assets. Please disable your ad-blocker and refresh. These documents, once available, can also be obtained, without charge, at the SECs web site (http://www.sec.gov). We have an over 80% success rate, see our reports at whitediamondresearch.com. 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. What could be a risk, is if the merger is called off. Lorem ipsum dolor sit amet, consectetur adipiscing elit. I am excited to work with the META team and equally excited about the outcome for our faithful Torchlight shareholders.. Financials The finances of META do not, in my opinion, create an accurate picture. Nasdaq Metamaterial and it has little to do with the company itself. 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. Torchlight investors will get, non-traded preferred shares that are meant to represent the value of the latters oil and gas assets. If it's a value stock - great. For additional information on Torchlight, please visit www.torchlightenergy.com. 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 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. I wrote this article myself, and it expresses my own opinions. Theres even room for more lines. Copyright 2023 InvestorPlace Media, LLC. "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. As of the close of 2/16/21, Metamaterial was worth $3.01 CAD x 83.6M shares outstanding = $251.6M CAD. If a Definitive Agreement is entered into, it is expected that the closing of a transaction will include customary closing conditions, including NASDAQ and CSE approval and approval by the shareholders of both companies, in addition to the closing conditions described above. There are no shares of Torchlight available for borrowing. Automotive HUD See Solution De-icing / De-fogging See Solution Transparent Antennas See Solution We look forward to driving significant opportunity for the combined company and all shareholders in our mission to make every product that we produce smarter and more sustainable by harnessing the power of light and advanced material innovations.. 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. All articles are my opinion - they are not suggestions to buy or sell any securities. 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. Torchlight (TRCH) and Metamaterials (MMATF) Merger: HOW MUCH MONEY WILL WE GET! Its a win-win situation for both. It would probably fall on this news, as it has also appreciated significantly over the last few months likely due to the anticipated merger. Torchlight has engaged Roth Capital Partners as financial advisor in connection with the transaction. Today, I want to talk about how an interesting Canadian startup named Metamaterial (. Investors appear to be responding to rumors about the company working with Tesla. Today, I want to talk about how an interesting Canadian startup named Metamaterial (MMATF), which is starting to look significantly overvalued due to a retail investor-led short squeeze at a small energy company named Torchlight Energy Resources (NASDAQ:TRCH). It appears to only want the Nasdaq listing. It has been our goal for META to be a NASDAQ-listed company," stated George Palikaras, President & CEO of Metamaterial. 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. The following is a summary of the key terms of the Proposed Transaction as contemplated by the LOI. All rights reserved. Special Dividend Intended to be Issued to Torchlight Shareholders at Closing. TRCH shareholders will receive a 25% equity interest in the combined company, while MMAT shareholders will receive a 75% interest. Therefore, the current value to TRCH shareholders is only 25% of that of Metamaterial's current market cap plus the value of TRCH's oil and gas assets. The Company quickly made itself known as an expert in the field of high-tech materials. 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. Reuters, the news and media division of Thomson Reuters, is the worlds largest multimedia news provider, reaching billions of people worldwide every day. META's products are designed and manufactured with environmental sustainability as a high priority. Metamaterial Inc. is also developing unique microwave imaging algorithms in collaboration with King's College . 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. Ive already covered one short squeeze selling opportunity in 2021. That equals $251.6/1.27 = $198M USD. 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. 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 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. 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