Torchlight merger date pro#

Prior to closing, all debt of Torchlight is to be converted into common stock or repaid in full, excepting senior secured debt that may alternatively be modified such that the debtholders' sole recourse in respect thereof will be against Torchlight's pre-closing oil and gas assets.Prior to closing, Torchlight must raise gross proceeds of at least $10 million through the issuance of common stock or securities convertible into or exercisable for common stock, less the value of loans Torchlight has made to Metamaterial.Torchlight and Metamaterial will be combined such that at closing, the former equity holders of Torchlight would own approximately 25% of the combined company with the former equity holders of Metamaterial owning the remaining approximately 75% of the combined company.

There can be no assurances that the Transaction will be consummated. 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. 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. The following is a summary of the key terms of the pending Transaction as contemplated by the Arrangement Agreement. 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.' 'This Transaction will expand our business' reach and attract additional world-class talent. 'When the business combination with Torchlight closes, obtaining a national exchange listing in the United States is anticipated to provide META with significant value and increased access to global capital markets.' 'It has been our goal for META to be a NASDAQ-listed company,' stated George Palikaras, President & CEO of Metamaterial. 'NASDAQ is the world's 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, Metamaterial's Chairman. 'I am excited to work with the META team and equally excited about the outcome for our faithful Torchlight shareholders.' 'META's 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,' said Greg McCabe, Torchlight's Chairman. 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.' Metamaterial offers proven disruptive technology with strong environmental, social and governance (ESG) priorities. 'We believe this Transaction provides our shareholders with the best opportunity moving forward. 'We are very excited to sign the definitive agreement with Metamaterial,' stated John Brda, Torchlight's CEO.

Torchlight merger date pro#

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 Torchlight's oil and gas assets that occurs on the earlier of Decemor 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 Torchlight's remaining oil and gas assets, subject to certain conditions.

Upon completion of the Transaction, shareholders of Metamaterial are expected to hold an approximate 75% equity interest in the combined company while Torchlight shareholders will retain an approximate 25% equity interest in the combined company, subject to the pre-closing financing described below.

('Metamaterial' or 'META') (CSE: MMAT), a developer of high-performance functional materials and nanocomposite products, announced today the signing on Decemof a definitive agreement negotiated at arm's length for a business combination of Torchlight and Metamaterial by way of a statutory plan of arrangement (the 'Transaction'). (NASDAQ: TRCH), an oil and gas exploration company ('Torchlight') and Metamaterial Inc. 14, 2020 /CNW/ - Torchlight Energy Resources, Inc. Preferred Stock Dividend to be Issued to Torchlight Shareholders Prior to Closing