HALIFAX, NS / ACCESSWIRE / July 5, 2021 / Meta Materials Inc. (the “Company” or “META®”) (NASDAQ:MMAT) a developer of high-performance functional materials and nanocomposites, today announced that George Palikaras (“Acquiror”), the President and CEO and a director of Meta Materials Inc., formerly Torchlight Energy Resources, Inc. (“META”), today announced that he has filed an early warning report (the “Early Warning Report”) under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”) in connection with the closing of the previously announced business combination (the “Business Combination”) involving META, Metamaterial Exchangeco Inc. (“Canco”), Metamaterial Inc. (“MI”) and 2798831 Ontario Inc.
Pursuant to the Business Combination, the Acquiror acquired beneficial ownership of, or control or direction over (i) 28,941,163 exchangeable shares in the capital of Canco (the “Exchangeable Shares”, with the Exchangeable Shares being convertible into common shares of META (“Shares”) in accordance with their terms on a one-for-one basis), (ii) 3,260,071 options to purchase Shares (“Options”), (iii) 7,483 warrants of META (“Warrants”) and (iv) 1,785,960 deferred share units of META (“DSUs”), with the securities referred to in (i) through (iv) representing an aggregate of 32,433,347 Shares on an as-converted and partially-diluted basis. The Acquiror’s Share holdings on an as-converted and partially-diluted basis are comprised of 5,747,423 Shares held directly, 3,703,527 Shares held by Nadine Geddes and 22,982,397 Shares held by Lamda Guard Technologies Ltd., a non-arm’s length entity of the Acquiror. The aggregate Shares, Exchangeable Shares, DSUs, Options and Warrants over which the Acquiror acquired beneficial ownership, control or direction represent approximately 11.4% of the issued and outstanding Shares on an as converted and partially diluted basis. This is the initial report filed under the early warning reporting rules of Canadian securities laws by the Acquiror following the closing of the Business Combination. Prior to the Business Combination, the Acquiror did not hold any securities of META.
The head office of the Acquiror is located at c/o Meta Materials Inc. 1 Research Drive, Dartmouth, Nova Scotia, B2Y 4M9.
For further information please refer to the Early Warning Report to be posted on META’s SEDAR profile at www.sedar.com or which may be obtained by contacting the Acquiror at firstname.lastname@example.org or 1 Research Drive, Dartmouth, Nova Scotia, B2Y 4M9.
About Meta Materials Inc.
META® delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing sustainable, highly functional materials. Our extensive technology platform enables leading global brands to deliver breakthrough products to their customers in consumer electronics, 5G communications, health and wellness, aerospace, automotive, and clean energy. Our achievements have been widely recognized, including being named a Global Cleantech 100 company. Learn more at www.metamaterial.com.
Forward Looking Information
This press release includes forward-looking information or statements within the meaning of Canadian securities laws and within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, regarding the Company and its business, which may include, but are not limited to, statements with respect to the business strategies, product development and operational activities of the Company. Often but not always, forward-looking information can be identified by the use of words such as “potential,” “predicts,” “projects,” “seeks,” “plans,” “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “should,” “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of the Company and are based on assumptions and subject to risks and uncertainties. Although the management of the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. 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 Company, including risks related to the management and potential divestiture of the assets in the Company’s oil and gas business, the potential benefits of the Company being publicly listed on the Nasdaq Capital Market, the potential benefits of the transaction with Torchlight Energy Resources Inc. to the Company’s stockholders, the research and development projects of the Company, the market potential of the Company’s products, the investment priorities and manufacturing plans of the Company, the scalability of the Company’s production ability, the technology industry, market strategic and operational activities, and management’s ability to manage and to operate the business. More details about these and other risks that may impact the Company’s businesses are described under the heading “Risk Factors” in the Company’s Form 8-K filed with the SEC on July 2, 2021, in the Company’s Form 10-Q filed with the SEC on May 14, 2021, in the Company’s Form 10-K filed with the SEC on March 18, 2021, and in subsequent filings made by Meta Materials with the SEC, which are available on SEC’s website at www.sec.gov. Although the Company 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. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company 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, except to the extent required by law.
Senior Vice President