Torchlight Energy Resources Inc. (TRCH:NASDAQ) announced in a news release it agreed to combine businesses through a statutory plan of arrangement with Metamaterial, a developer of functional materials and nanocomposite products. Texas-based Torchlight will change its name and align its business with that of Metamaterial.
"This transaction provides our shareholders with the best opportunity moving forward," Torchlight CEO John Brda said in the release. "The transaction provides our shareholders access to the multibillion-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."
"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. "I am excited to work with the META team and equally excited about the outcome for our faithful Torchlight shareholders."
"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.
"This transaction will expand our business' reach and attract additional world-class talent. 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," said George Palikaras, president & CEO of Metamaterial.
According to the definitive agreement, when the deal closes, Torchlight shareholders will retain a 25% equity interest in the combined entity, and Metamaterial shareholders will hold the remaining 75%.
Torchlight shareholders will be entitled to receive a preferred stock dividend that will be payable just before the transaction closes. This entitles each shareholder to receive their pro rata share of the revenue from all sales of Torchlight's oil and gas assets that occur at the earlier of these two dates: six months prior the business combination deal closing or Dec. 31, 2021.
If any of Torchlight's assets are unsold at year-end 2021 then each Torchlight shareholder will be entitled to receive a pro rata equity interest in a spinoff company that will hold these remaining Torchlight assets.
After the transaction close, the combined company intends to list on the NASDAQ.
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