Torchlight and Metamaterial Extend LOI, Continue to Work Towards Definitive Agreement
Torchlight Energy Resources (TRCH) and Metamaterial Inc. (META) announced the extension of their non-binding letter of intent until December 11, 2020, originally dated September 21, 2020. Both companies are working towards a definitive agreement, with due diligence and negotiations still pending. Financial advisors have been appointed for both parties, and the transaction is contingent on NASDAQ and CSE approval and shareholder consent. There are no guarantees that the transaction will be finalized.
- Extension of letter of intent provides additional time for due diligence.
- Engagement of Roth Capital Partners and Hamilton Clark as financial advisors indicates professional support for the transaction.
- Uncertainties remain regarding the completion of the definitive agreement.
- No assurances that the transaction will be consummated despite the extension.
PLANO, TX and HALIFAX, NS / ACCESSWIRE / November 30, 2020 / Torchlight Energy Resources, Inc. (NASDAQ:TRCH), an oil and gas exploration company ("Torchlight") and Metamaterial Inc. ("META") (CSE:MMAT), a developer of high-performance functional materials and nanocomposite products, announced today the extension of the non-binding letter of intent to December 11, 2020. The letter of intent was originally announced on September 21, 2020.
Torchlight and META are continuing to work toward completion of a definitive agreement and have agreed to extend the letter of intent, including without limitation the non-solicitation period.
Entry into a transaction will be subject to satisfactory completion of due diligence by both parties, negotiation of a definitive agreement and audits of Torchlight and META. 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. There can be no assurances that a transaction will be consummated as a result of the letter of intent.
Torchlight has engaged Roth Capital Partners as financial advisor in connection with the transaction. META has engaged Hamilton Clark as financial advisor on its behalf. Additional details will be announced if and when a definitive agreement is reached.
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About Metamaterial Inc.
META is changing the way we use, interact with, and benefit from light and other forms of energy. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and electromagnetic waves. Metamaterials help support sustainability by doing more with less; they encompass lightweight, sustainable raw materials and processes which consume less energy. META is currently developing new materials with diverse applications in the automotive, aerospace, solar, consumer electronics and medical industries. META has a growing patent portfolio with three core technologies: holography, lithography, and wireless sensing. META is headquartered in Dartmouth, Nova Scotia and has offices in London, UK and Pleasanton, California.
Forward Looking Information
This release includes forward-looking information within the meaning of Canadian securities laws regarding META 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 intention to raise equity capital, the potential continued listing on the NASDAQ, the disposition of Torchlight's oil and gas assets, the business strategies, product development and operational activities of META 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 META and are based on assumptions and subject to risks and uncertainties. Although the management of META 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 reach agreement on definitive agreements, 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 META 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 META 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 Canadian Securities Exchange has neither approved nor disapproved the contents of this news release.
About Torchlight Energy Resources, Inc.
Torchlight Energy Resources, Inc. (TRCH), based in Plano, 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. Torchlight has assets focused in West and Central Texas where their targets are established plays such as the Permian Basin. For additional information on Torchlight, please visit www.torchlightenergy.com.
Forward-Looking Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the "safe harbor" created by those sections. All statements in this release that are not based on historical fact are "forward looking statements." These statements may be identified by words such as "estimates," "anticipates," "projects," "plans," "strategy," "goal," or "planned," "seeks," "may," "might", "will," "expects," "intends," "believes," "should," and similar expressions, or the negative versions thereof, and which also may be identified by their context. All statements that address operating performance or events or developments Torchlight Energy Resources expects or anticipates will occur in the future, such as stated objectives or goals, our refinement of strategy, our attempts to secure additional financing, our exploring possible business alternatives, or that are not otherwise historical facts, are forward-looking statements. 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. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements as a result of various factors, including those risks and uncertainties described in or implied by the Risk Factors and in Management's Discussion and Analysis of Financial Condition and Results of Operations sections of our 2019 Annual Report on Form 10-K, filed on March 16, 2020 and our other reports filed from time to time with the Securities and Exchange Commission. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto, or any change in events, conditions, or circumstances on which any such statement is based.
Additional Information and Where to Find It
If a definitive agreement is entered into and in connection with the proposed transactions described herein, Torchlight and META will prepare a proxy statement/prospectus for Torchlight's stockholders to be filed with the SEC. The proxy statement/prospectus will be mailed to Torchlight's stockholders. Torchlight and META urge investors, stockholders and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the proposed business combination transaction. Such persons can also read Torchlight's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the transactions described herein. Torchlight's definitive proxy statement/prospectus will be mailed to stockholders of Torchlight as of a record date to be established for voting on the transactions described in this report. Torchlight's stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: John A. Brda, President of Torchlight Energy Resources, Inc., 5700 W. Plano Parkway, Suite 3600, Plano, Texas 75093; e-mail: john@torchlightenergy.com. These documents, once available, can also be obtained, without charge, at the SEC's web site (http://www.sec.gov).
Participants in Solicitation
Torchlight, META and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Torchlight stockholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Torchlight's directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 16, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Torchlight's stockholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Information concerning the interests of Torchlight's and META's participants in the solicitation, which may, in some cases, be different than those of Torchlight's and META's equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available.
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Torchlight or META, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Investor Relations and Media Contacts
Torchlight:
Derek Gradwell
Integrous Communications
Phone: 512-270-6990
dgradwell@integcom.us
ir@torchlightenergy.com
META:
Media Inquiries:
Graham Farrell
Harbor Access LLC
(416) 842 9003
Graham.Farrell@HarborAccessllc.com
Investor inquiries:
Mark Komonoski
Director Capital Markets and IR
Metamaterial Inc.
phone: 1-877-255-8483
mark@metamaterial.com
SOURCE: Torchlight Energy Resources, Inc.
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FAQ
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