The Chronicle Herald (Provincial)
Metamaterial signs definitive deal to be acquired
Dartmouth-based Metamaterial Inc., a developer of highperformance materials and nanocomposite products, has signed a definitive agreement that will lead to its merger with Torchlight Energy Resources Inc., a U.s.-based oil and gas exploration company.
Upon completion of the reverse takeover transaction, shareholders of Metamaterial will hold about 75 per cent equity in the combined company while Torchlight shareholders will retain about 25 per cent equity. Meta will assume the NASDAQ listing.
“It has been our goal for Meta to be a NASDAQ-listed company,” said George Palikaras, president and CEO of Metamaterial, in a news release Tuesday.
“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.”
Palikaras said in the statement that the transaction will expand Meta’s business reach and attract additional talent to the company.
“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.” Ram Ramkumar, Metamaterial’s chairman, stated in the release.
Before closing, Torchlight must raise gross proceeds of at least US$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 shareholders on the record date will be entitled to receive a preferred stock dividend, payable immediately before the closing of the transaction, which entitles them to their pro rata share of any proceeds resulting from any sale of Torchlight’s oil and gas assets.
Palikaras will be appointed CEO of the combined company, and Ken Rice will be the company’s new CFO and executive vice-president.
Rice has more than 30 years of experience as a public and private company CFO, inhouse counsel, and operations and corporate development executive in technology and life sciences firms.
"Having worked in both technology and life sciences, I am excited to join a platform company like Meta. I see tremendous potential to create value for all stakeholders as we bring products with breakthrough performance in practical applications to a wide range of end markets," Rice said in a separate release.
Rice will be replacing Keith Abriel, who had been interim CFO since June 1. Abriel has been engaged by the company as a member of its board of advisers.
Torchlight’s management will remain in an advisory role focused on winding down its legacy business and maximizing the value obtained from the divestiture of Torchlight’s oil and gas assets.