Metamaterial Inc. has agreed to merge with an American company that will provide it with a listing on the Nasdaq stock exchange and at least US$10 million (C$13.3 million) in new financing.
The Dartmouth company, which makes products from manmade substances that alter light, said Monday it has signed a letter of intent to merge with Plano, Texas-based oil and gas producer Torchlight Energy Resources. The merged company will retain the Metamaterial name, management, business model, and will be headquartered in Dartmouth. As part of the deal, Torchlight will sell off its oil and gas assets, and use the proceeds to pay a special dividend to its existing shareholders.
“I’m excited that an oil and gas company will divest its existing assets and look to a business like ours,” George Palikaras, who will retain his titles of Metamaterial President and CEO, said in an interview. “There is a shift happening right now in the marketplace and companies like Meta that are focusing on sustainable technologies are coming in at the right time.”
Metamaterial is a specialist in producing metamaterials – materials comprising compounds not found in nature – that alter light, either by magnifying, repelling or filtering it. The company is best known for its metaAIR venture with Airbus, which is producing a transparent covering for airplane cockpit windows that can filter out laser attacks.
The company listed on the alternate Canadian Stock Exchange in March, and Palikaras said it will have a dual listing following the merger on both the Nasdaq and the CSE. He would not rule out a listing at some point on the TSX.
Metamaterial, known as Meta, now has a market capitalization (the value of all its shares) of C$26.3 million, and the merged company at Monday’s share prices would have a market cap of about C$60 million. According to the letter of intent, Metamaterial shareholders will end up owning 75 percent of the combined company.
Torchlight will provide Metamaterial with at least US$10 million in new financing as part of the deal. Palikaras also said his company, which only has 500 shareholders, will now have access to Torchlight’s thousands of shareholders.
Palikaras said the downturn in energy markets created a rare opportunity for his company to list on a major international stock market, and his board seized the chance.
“There is a significant value in a company like ours to having a national listing in the United States,” he said. “It allows us to take our company to a global scale and capture new talent that was not available to us previously.”
Similarly, the senior team at Torchlight saw an opportunity in Meta to pivot away from the declining hydrocarbon market and into a growing technology.
“In order to unlock value potential from our national listing and access to the capital markets, we shifted some attention from the divestiture of our oil and gas assets to an acquisition strategy targeting proven disruptive technology companies with strong environmental, social and governance (ESG) priorities,” said Torchlight CEO John Brda. “This Proposed Transaction is the first step in that effort, providing our shareholders with access to the multi-billion-dollar target market and new applications that are being revolutionized with sustainable technologies.”
One thing Palikaras emphasized in the interview was that Meta would continue to be headquartered in Nova Scotia. The company recently signed a lease for a larger, 53,000-square-foot headquarters in Dartmouth and is preparing to install millions of dollars of equipment for its manufacturing efforts.
Meta and Torchlight expect to sign a definitive agreement on the merger in 30 to 45 days, and then, following shareholder and regulatory approval, probably close the transaction in the new year.