HALIFAX, NS / ACCESSWIRE / March 31, 2022 / Meta Materials Inc. (the “Company” or “META®”) (NASDAQ:MMAT)(FSE:MMAT) a developer of high-performance functional materials and nanocomposites, today provided an update on the special Series A Preferred Stock dividend in relationship to the oil and gas assets which is now planned as a spinout of these assets and operations in a company that will be owned by the Company’s Series A preferred stockholders.
On January 14, 2022, META provided an update on the Company’s oil and gas assets and operations. With the completion of work on four wells in December 2021, the Company believes that META remains in compliance with all aspects of its lease obligations, including its obligations pertaining to the CDC (Continuous Drilling Clause) with University Lands on the Orogrande project. The next steps in the spinout include, but are not limited to, (i) formal transfer of the assets through a contribution of certain subsidiaries that own the oil and gas assets to OilCo Holdings, Inc. (the “OilCo”), a newly formed wholly owned subsidiary of META, (ii) ensuring that the OilCo capital structure supports a spinout and, (iii) making any necessary filings with the SEC.
META has been utilizing a team of asset managers who bring significant experience in oil and gas exploration. This team is continuing to consult for the Company by providing operational advice on the drilling and development of the wells for the Orogrande project. This team is able to continue providing key planning and operational assistance for the full development of the Orogrande project. Should the OilCo spinout be consummated, the team will be evaluated for commensurate employment packages subject to all necessary approvals. Biographies of each of the team members are as follows:
Clifton Dubose Jr. – 12 Years’ Experience. Mr. DuBose has successfully acquired, managed, and/or sold thousands of royalty acres and working interests in the United States. He co-founded Valor Mineral Management and Mineral Tech. Valor is a mineral and working interest management firm which uses a proprietary software platform owned and developed by Mineral Tech. He is also an attorney, licensed to practice law in the State of Texas. He earned his law degree from Georgetown Law, in Washington D.C.
Delvina Oelkers – 13 Years’ Experience. Ms. Oelkers has managed engineering teams at Eclipse Resources and Montage Resources, achieving cost and efficiency improvements while implementing innovative technology for substantial reserve recovery. She led operations team through several successful M&A transactions. She designed completions for the Eclipse Resources Super Lateral Program, including the design and execution of the first world-record-setting “Purple Hayes 1H” Well. As an Asset Manager at Eclipse Resources, she was responsible for leading the multidisciplinary team to prove-up the asset. By utilizing innovative technologies in design, the first exploratory well produced 35% higher than type curve.
Kyle Bradford – 20 Years’ Experience. Mr. Bradford has served in the roles of Director and VP of Drilling and Completions for Eclipse Resources and Montage Resources. He led the drilling and operational teams through the development of the super-lateral program highlighted by the drilling and completion of the world record setting “Purple Hayes 1H” Well. He has a proven track record of implementing technological advancements to reduce costs and increasing operational efficiencies. He previously worked at Chesapeake Energy holding various positions including Senior Operations Engineer and Asset Manager of the Appalachian North and Utica Business Units. His career started at CNX Gas, and he holds a Bachelor of Science in Petroleum Engineering from Marietta College.
Daren Rader – 16 Years’ Experience. Mr. Rader is an engineer and manager in completion and production operations and has experience in Texas, Oklahoma, and the Appalachia. He has successfully managed and led operations teams for Chesapeake Energy, Ascent Resources, and Montage Resources.
In order to complete the spinout, the Company must complete an audit of the oil and gas operations. The Company engaged an auditor on March 21, 2022 to conduct the audit. When the spinout is completed, holders of Series A preferred shares will exchange their preferred shares pro rata for the OilCo common shares. The necessary audit and legal work related to the asset consolidation and spinout is expected to be completed in the coming months.
“The required audit, legal and compliance steps are inherently time consuming,” said Greg McCabe, former Chairman of the Board of Torchlight Energy Resources, Inc. “I am pleased with the progress thus far and look forward to seeing the spinout completed.”
In 2021, the Company incurred costs of $14.2 million in relation to the drilling activity to maintain compliance with the lease obligations. Upon the spinout, costs associated with the oil and gas assets and operations will be carried by the OilCo as debt owed to META. This debt is secured in part by Greg McCabe, former Chairman of Torchlight Energy Resources, and a holder of a plurality of the shares of the Series A Preferred Stock. The OilCo will also need to secure additional short-term financing, and the Company is exploring multiple options for this financing. There can be no assurance that the OilCo will be successful in securing necessary financing or that expenses incurred to date will be repaid to META. Investors should refer to additional “Risk Factors” related to the oil and gas assets in the Company’s Form 10-K filed with the SEC on March 1, 2022, with an SEC filing date of March 2.
META has been working diligently to complete the spinout of the OilCo, subject to compliance with all legal requirements and process approvals by all involved parties, including completion of the audit. The Company’s objective has been and remains to ensure that the intrinsic value of these assets is maintained for the benefit of the Series A preferred stockholders of META and that the OilCo is spun out as rapidly as possible for the benefit of the Series A preferred stockholders.
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 nano-optic technology provides anti-counterfeiting security features for government documents and currencies and authentication for brands. Our achievements have been widely recognized, including being named a Lux Research Innovator of the Year in 2021. 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, which may include, but are not limited to, statements with respect to the plans regarding META’s oil and gas assets and its operations. Often but not always, forward-looking information can be identified by the use of words such as “pursuing”, “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, its oil and gas assets and operations, 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 “Forward-Looking Information” and under the heading “Risk Factors” in the Company’s Form 10-K filed with the SEC on March 1, 2022, with an SEC filing date of March 2, in the Company’s Form 10-Q filed with the SEC on November 15, 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.
Vice President, Corporate Development and Communications
Meta Materials Inc.
Senior Vice President
Email: [email protected]