Arrangement Resolution for Business Combination Transaction was Approved
Metamaterial Inc. (the "Company" or "META") (CSE:MMAT) a developer of high-performance functional materials and nanocomposites, today announced the results of its annual general and special meeting (the "Meeting") of META shareholders and holders of options, warrants and deferred share units (collectively and together with the shareholders, the "Securityholders"), which was held virtually earlier today. All six nominees were elected as directors of the Company, KPMG LLP was appointed as auditor of the Company, and the special resolution (the "Arrangement Resolution") relating to the proposed plan of arrangement between Torchlight Energy Resources, Inc. ("Torchlight") and META (the "Business Combination Transaction") was approved
The following persons were elected by the shareholders of META as Directors of the Company for the ensuing year, or until their successors are elected or appointed:
- Allison Christilaw
- Maurice Guitton
- Steen Karsbo
- Eric Leslie
- George Palikaras
- Ram Ramkumar
KPMG LLP was appointed as auditor of the Company, and the directors were authorized to fix their remuneration.
The Arrangement Resolution was approved by: (i) 99.97% of votes cast by the META shareholders present virtually or represented by proxy and entitled to vote at the Meeting; and (ii) 99.98% of votes cast by Securityholders on an as-converted to META shares basis, all voting together as a single class, present virtually or represented by proxy and entitled to vote at the Meeting.
The Business Combination Transaction will be carried out pursuant to the definitive agreement dated December 14, 2020, as amended, pursuant to which Torchlight will , among other things, indirectly acquire all of the issued and outstanding common shares of META through its wholly owned subsidiary, Metamaterial Exchangeco Inc. ("Canco"), in exchange for shares of common stock in the capital of Torchlight or exchangeable shares in the capital of Canco at the election of each eligible holder of shares of META as further described in the management information circular of META in respect of the Meeting, which is filed on SEDAR.
By way of additional update, the Company expects that the Business Combination 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 the Company and its business, which may include, but are not limited to, statements with respect to the business strategies and operational activities of the Company, the completion of the Business Combination Transaction, and the timeline for the closing of the Business Combination Transaction. 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 the Company and are based on assumptions and subject to risks and uncertainties. Although the management of the Company 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 and performance of NanoWeb, the ability of the Company to commercialize its prototypes, the ability of the Company to expand into other uses and the ability of the Company to complete the Business Combination Transaction on the terms and conditions contemplated by the definitive agreement. Although the Company 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 the Company 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.
SOURCE: Metamaterial Inc.
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