Torchlight also announced that it implemented a 1 . They are composite structures, consisting of conventional materials such as metals and plastics, that are engineered by scientists to exhibit new or enhanced properties. With that accomplished, Torchlight and Metamaterials completed the combination of their businesses, and the new entity will begin trading this morning as Meta Materials (NASDAQ:MMAT). Information concerning the interests of Torchlights and Metamaterials participants in the solicitation, which may, in some cases, be different than those of Torchlights and Metamaterials equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available. The combined entity will continue to service a clientele of world-class OEM customers for a range of applications in the automotive, aerospace and defense, energy, consumer electronics and medical markets. Investors appear to be responding to rumors about the company working with Tesla. Investors are pushing the value up another 40% ahead of Monday trading as meme stock message boards continue to light up on TRCH stock. It's a totally unrelated company to TRCH's oil and gas exploration business. At the time of the merger announcement, on the close of 12/14/20, Metamaterial was valued at much less. 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. 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 urges readers to consider those risks and uncertainties in evaluating Torchlight's forward-looking statements. The story is narrative-driven and its not prudent to use traditional metrics such as P/S, P/E, or EV/EBITDA. The reason why investing in short squeezes is a bad idea is because they dont last long. This transaction is similar to the popular deals involving special purpose acquisition companies (SPACs). - Disclosure: I am not a financial adviser. I think the main risk for the bear case is a second short squeeze, like what happened at GameStop in March. While management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. Need more information or have an interview request? A place to find gems and meet new friends. It has gone up significantly since the merger announcement. The following is the 3-month chart for TRCH: TRCH closed at $0.46 on 12/17/20. $12M is about the value of a clean empty shell Nasdaq listing. Automotive HUD See Solution De-icing / De-fogging See Solution Transparent Antennas See Solution 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). Aerospace and Defense- META has extensive experience providing laser protection, de-icing and de-fogging products to aviation companies. We believe this Transaction provides our shareholders with the best opportunity moving forward. While Torchlight's refinement of strategy management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. 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 has appreciated substantially. Oil prices are expected to rise to $80-$100 a barrel in the next six months. Metamaterial has some interesting products at the moment. 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. META partnered with Airbus to develop and commercialize this technology. The Company quickly made itself known as an expert in the field of high-tech materials. What could be a risk, is if the merger is called off. The short interest had been steadily increasing over the past few months. We welcome you to check back often as we continue on our path towards a cleaner, more green, zero-emissions future. That short squeeze lasted just one week. Torchlight (TRCH) and Metamaterials (MMATF) Merger: HOW MUCH MONEY WILL WE GET! Once the two companies combine, it will just be Metamaterial. These documents, once available, can also be obtained, without charge, at the SECs web site (http://www.sec.gov). 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. The company isnt popular on WallStreetBets, but you can find, Also, Torchlight has been one of the most discussed stocks on. Metamaterial designs, develops, and manufactures advanced materials specializing in nanocomposites, nanofabrication, and machine learning to control light and electromagnetic waves. There is no share available for short selling at Torchlight. An entity owned by Greg McCabe, Torchlight's Chairman, provided a bridge loan to Torchlight for USD $1.5 Million with a conversion feature of $.375 per common share of Torchlight. Days later, on June 14, Torchlight declared a special dividend of Series A Preferred Stock, to be issued on a one-for-0ne basis to common stock holders on June 24. META has a growing patent portfolio with three core technologies; holographic, lithographic, and wireless sensing, designed for high volume applications. Derek GradwellManaging PartnerIntegrous CommunicationsPhone: 512-270-6990dgradwell@integcom.usir@torchlightenergy.com, Graham FarrellHarbor Access LLC(416) 842 9003Graham.Farrell@HarborAccessllc.com, Mark KomonoskiDirector Capital Markets and IRMetamaterial Inc.Phone: 1-877-255-8483mark@metamaterial.com. The difficulty for TRCH investor is in determining the sale value of the oil and gas assets of Torchlight. For those who . 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. Although the management of Metamaterial believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. As we believe TRCH's assets are practically worthless, we don't believe they will be able to sell them for any meaningful sum. Short squeezes rarely last long and Torchlight is selling shares, which is a very good scenario to take a short position. They have also created a radio-wave imaging system that has a wide array of uses but can be utilized as a safe, initial-step screening for breast cancers. 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. Liquidity is low on the OTC market and there is no data on the availability of Metamaterial for sale. Torchlight will loan to Metamaterial an additionalUS$500,000, in exchange for an unsecured promissory note in substantially the same form as the 8% unsecured convertible promissory note that evidences Torchlights loan to Metamaterial ofUS$500,000onSeptember 20, 2020. The Merger: This merger is in and of itself proof of the economic transition taking us from destructive technology to disruptive technology. META is headquartered inHalifax, Nova Scotiaand has R&D and Sales offices inLondon, UKand Silicon Valley. The Registration Statement was declared effective by the SEC on October 12, 2016, and SolarCity and Tesla mailed the definitive . In a reverse takeover to list on the Nasdaq and access the U.S. capital markets, Metamaterial Inc, a smart materials and photonics company, last year agreed to merge with Torchlight, an oil and gas producer. You can view it here. If no sales occur, then they will receive an equity interest in a spin-off entity that holds TRCH remaining oil and gas assets.". Torchlight's stock rose as high as 74% last Monday as retail investors piled into the stock with record volumes. We have an over 80% success rate, see our reports at whitediamondresearch.com. Metamaterial shares available in Canada. However, there are still some. 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. As shown in Metamaterial's executive statements above, there is no mention at all of any value to TRCH or its assets. Torchlight Energy Resources, Inc. (TRCH), based inPlano, 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. The same is happening at the moment with Torchlight. The company hasn't made any significant progress since our report with selling or developing any of its oil and gas assets. 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. Shareholders have approved the deal, whose terms stipulate that Metamaterial. Torchlight has loaned USD$500,000 to META pursuant to an unsecured convertible promissory note (the "META Note") and has agreed to loan an additional USD$500,000 to META within 5 days of signing the Definitive Agreement (in aggregate, the "Loaned Amounts"). The newly merged company begins trading today as the Nasdaq's first 'metamaterials' stock. The current report on Form 8-K to be filed by Torchlight with the Securities and Exchange Commission (SEC) will contain additional information about the Transaction as well. You see, Metamaterial wants to list on a large US stock exchange, and to do this, its carrying out a reverse takeover with a small NASDAQ-listed US energy company named Torchlight. That would bring a per share value to TRCH of $12.12M/143M = ~$0.08. There can be no assurances that the Transaction will be consummated. META's portfolio comprises 28 patent families, 19 of which are granted. 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. 3rd party valuation of potential recoverable hydrocarbons, 2. Its a win-win situation for both. Our Standards: The Thomson Reuters Trust Principles. They have three major oil and gas assets. 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. There can be no assurances that a transaction will be consummated as a result of the LOI. Certain stockholders of each of Torchlight and Metamaterial have executed customary voting and support agreement pursuant to which persons representing approximately 16% of Torchlights and approximately 48% of Metamaterials outstanding voting power have agreed to vote in favor of the Transaction, subject to customary applicable terms. Their technology can allow multiple transparent 5G antennas for IoT integration and their nanomaterials can improve the angular scan range of LIDAR used in self-driving vehicles. Winkler Project 1,080 gross acres, 12.5% WI (non-operated) under contract for $450k (350k to Torchlight). Valuation The value oil drilling acreage is a moving target after the price of crude oil started collapsing in March of 2020. This discovery coincided with economic collapse of oil due to Covid crisis. Higher field strength systems cost much more. 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. The story is narrative-driven and its not prudent to use traditional metrics such as P/S, P/E, or EV/EBITDA. His Substack newsletter,TLV Strategist, covers the Israel business scene. 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. "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. , the company is being covered and promoted by several channels including Moon Market, Alpha Status Stocks, DarrenJacksonTV, Trading With CJ, and Voorhees Trading. Of course, they will additionally get whatever TRCH can sell its assets for or whatever their share is worth from the TRCH asset spinoff. The stock price of Torchlight Energy Resources Inc (NASDAQ: TRCH) is trading at over 10% pre-market as of 7:14 AM ET. The reason why investing in short squeezes is a bad idea is because they dont last long. All statements in this release that are not based on historical fact are "forward looking statements." As you can see, there are many possible valuations. PLANO, TexasandHALIFAX, NS,Dec. 14, 2020/CNW/ Torchlight Energy Resources, Inc. (NASDAQ: TRCH), an oil and gas exploration company (Torchlight) and Metamaterial Inc. (Metamaterial or META) (CSE: MMAT), a developer of high-performance functional materials and nanocomposite products, announced today the signing onDecember 14, 2020of a definitive agreement negotiated at arms length for a business combination of Torchlight and Metamaterial by way of a statutory plan of arrangement (the Transaction). 333-213390) containing a joint proxy statement/prospectus of SolarCity and Tesla. I am long in TRCH at 36K shares and long in MMATF at 60K shares. Metamaterials share price will go back to around the $3 level in the near future. Once these assets are sold their net proceeds will be divided among shareholders in the form of a special dividend. commented Ram Ramkumar, Metamaterial's Chairman. MMAT has no desire to keep any of TRCH's assets in the combined company. This year is weird. TRCH stock had more than doubled this month. 29 2021, Published 1:58 p.m. This Proposed Transaction is the first step in that effort, providing our shareholders with access to the multi-billion-dollar target market and new applications that are being revolutionized with sustainable technologies, while allowing them to participate in the future upside from our oil and gas asset divestitures. It all happens at the free AI Super Summit. Please disable your ad-blocker and refresh. 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. No forward-looking statement can be guaranteed. I think the short squeeze is unlikely to last for long and Metamaterial looks like a sell. Its a win-win situation for both. NASDAQ is the worlds 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. commented Ram Ramkumar, Metamaterials Chairman. To take a short position TRCH at 36K shares and long in MMATF at shares! A joint proxy statement/prospectus of SolarCity and Tesla with record volumes are possible... Announcement, on the OTC market and there is no share available for short at! A sell - Disclosure: i am not a financial adviser that would bring a per share value to 's... Or developing any of its oil and gas assets the economic transition us! Ukand Silicon Valley statements are reasonable, they may prove to be responding to about! As high as 74 % last Monday as retail investors piled into the stock with volumes... Sales offices inLondon, UKand Silicon Valley not prudent to use traditional metrics such as P/S, P/E, EV/EBITDA! 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