HALIFAX, NS / ACCESSWIRE / March 8, 2021 / Metamaterial Inc. (the “Company” or “META”) (CSE:MMAT) a developer of high-performance functional materials and nanocomposites, today announced it has extended the deadline for submission of the letter of transmittal and election form (the “Letter of Transmittal”) required to be submitted by each registered shareholder of the Company (each, a “Shareholder”) to communicate that Shareholder’s choice of consideration to be received upon the closing of the statutory arrangement (the “Transaction”) currently pending with Torchlight Energy Resources, Inc. (“Torchlight”). The original deadline established in the management information circular of the Company filed on SEDAR was March 11, 2021. The Company has decided that it is in the best interests of Shareholders to extend this deadline to March 31, 2021 to enable Shareholders to have sufficient time to consult with their tax and financial advisors ahead of making the election regarding consideration to be received pursuant to the Transaction.
Pursuant to the Plan of Arrangement in connection with the Transaction, each Shareholder that is an Eligible Holder (as such term is defined in the Plan of Arrangement) may, at their option, elect to receive, in respect of any or all of their META shares, Exchangeable Shares (as such term is defined in the Plan of Arrangement), Torchlight shares or a combination thereof.
A Shareholder can make the election via submission of the Letter of Transmittal by 12:00 noon (Toronto time) on March 31,2021. The Letter of Transmittal, which contains detailed instructions for its completion, is included in the package of meeting materials previously mailed to Shareholders containing the management information circular and proxy information for the annual general and special meeting of securityholders of META to be held on March 12, 2021 (the “Meeting“). If no Letter of Transmittal is received from a Shareholder by the March 31, 2021 deadline, that Shareholder will be deemed to have elected to receive only Torchlight shares in exchange for their META shares (and no Exchangeable Shares).
Shareholders who hold their META shares with an intermediary should immediately contact that intermediary to determine what steps need to be taken to ensure that the proper election is made on their behalf.
Proxies for voting at the Meeting are due no later than March 10, 2021 to ensure that an accurate vote count can be made at the March 12, 2021 meeting of securityholders of META.
The Company anticipates that it will amend the Plan of Arrangement to reflect the new election deadline under the Letter of Transmittal, being “March 31, 2021, subject to any waiver or extension by the Company in its discretion.” By way of additional update, the Company expects that the Transaction will be completed after March 19, 2021 upon the satisfaction or waiver of the conditions to closing as set forth in the definitive arrangement agreement, including the approval of certain matters by the stockholders of Torchlight at a meeting of its stockholders being scheduled at present.
About Metamaterial 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.
This release includes forward-looking information within the meaning of Canadian securities laws regarding Metamaterial 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 mailing date of the meeting materials, the date of the Meeting, the intention to raise equity capital, the potential continued listing on the NASDAQ and the benefits thereof, the disposition of Torchlight’s oil and gas assets, the approval of the Transaction by the shareholders of Metamaterial, the business strategies, product development and operational activities of Metamaterial and Torchlight. 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. 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. Although the management of Metamaterial 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 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 management’s ability to manage and to operate the business. 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. 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 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.
The CSE has neither approved nor disapproved the contents of this news release.