Metamaterial share reclassification, name change

Also New Listing (C-MMAX) Metamaterial Exchangeco Inc

CSE bulletin 2021-0636

Metamaterial Inc. (the issuer) has arranged a share reclassification and name change. The reclassification is occurring pursuant to a plan of arrangement involving, among other things, the acquisition by Metamaterial Exchangeco Inc. (Canco), a wholly owned subsidiary of Torchlight Energy Resources Inc., of all of the issued and outstanding common shares of the issuer, pursuant to an arrangement agreement dated Dec. 14, 2020, between the issuer, Torchlight, Canco and 2798831 Ontario Inc. (Callco), as amended from time to time.

The arrangement is in substance a reverse takeover of Torchlight by the issuer, which has been undertaken in order to facilitate the issuer’s listing on the Nasdaq Stock Market and to provide the issuer with access to capital markets in the United States. Upon completion of the arrangement, holders of issuer shares are expected to hold an approximately 75-per-cent equity interest in Torchlight (following the completion of the arrangement, the resulting issuer) while holders of Torchlight shares will retain an approximately 25-per-cent equity interest in the resulting issuer.

Shareholders of the issuer were given the opportunity to elect to receive either Torchlight common stock or shares of Canco that are exchangeable into Torchlight common stock in consideration for their issuer shares. Holders of exchangeable shares will be entitled to cast votes on matters for which holders of Torchlight common stock are entitled to vote and will be entitled to receive dividends that are economically equivalent to the dividends declared by the resulting issuer with respect to its common stock.

The exchange ratio pursuant to which issuer shares will be exchanged for Torchlight shares or exchangeable shares pursuant to the arrangement is not fixed. Rather, it will be determined based on the number of Torchlight shares and issuer shares outstanding immediately prior to the completion of the arrangement, such that the holders of issuer shares immediately prior to the completion of the arrangement will hold approximately 75 per cent of the outstanding Torchlight shares upon completion of the arrangement.

The issuer has also announced a name and symbol change to Metamaterial Exchangeco Inc. and MMAX, respectively.

Metamaterial common shares (symbol MMAT) will be delisted at the market close on June 28, 2021.

Metamaterial Exchangeco exchangeable shares (symbol MMAX) will be listed at market open on June 29, 2021.

A listing bulletin describing the Metamaterial Exchangeco exchangeable shares will be disseminated on Monday, June 28, 2021.

Security name:  Metamaterial

Symbol:  MMAT

Cusip No.:  59134F 10 1

Old ISIN:  CA 59134F 10 1 8

Delisting date:  June 28, 2021

New security name:  Metamaterial Exchangeco

Security type:  exchangeable shares

Symbol:  MMAX

New Cusip No.:  59134L 10 8

New ISIN:  CA 59134L 10 8 5

Trading date:  June 29, 2021

Source

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