LONDON, March 5, 2020 /CNW/ - Georgios Palikaras and Lamda Guard Technologies Ltd. (collectively, the "Acquiror") announces its intention to file an early warning report in accordance with Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues for securities of Metamaterial Inc. (formerly known as Continental Precious Minerals Inc.) (the "Company").
Georgios Palikaras is deemed to be a joint actor with Lamda Guard Technologies Ltd. ("Lamda") pursuant to applicable Canadian securities Laws. Lamda is a private company incorporated under the laws of the United Kingdom. Georgios Palikaras, together with his spouse, Nadine Geddes, owns 50.8% of the outstanding shares in the capital of Lamda and exercises control and direction over securities held by Lamda.
The Acquiror intends to file an early warning report in connection with the acquisition of an aggregate of 15,604,684 common shares in the capital of the Company ("Common Shares"), of which 12,375,000 Common Shares are registered to Lamda and the remaining 3,229,684 Common Shares are owned, directly or indirectly, or controlled by Georgios Palikaras. These Common Shares were acquired in connection with a three-cornered amalgamation pursuant to which Metamaterial Technologies Ltd. ("MTI") amalgamated with Continental Precious Minerals Subco Inc., a wholly owned subsidiary of the Company (the "Transaction").
Pursuant to the Transaction, the common shares of MTI were exchanged for Common Shares at a ratio of 2.75 Common Shares for each MTI common share held by a holder. Immediately prior to the closing of the Transaction, the Acquiror did not, directly or indirectly, hold any Common Shares, but held an aggregate of 5,674,431 MTI common shares, which were exchanged on the basis of 2.75 Common Shares for each MTI common share held. Of these 5,674,431 MTI common shares, 4,500,000 were held by Lamda and 1,174,431 MTI common shares were held, directly or indirectly, or controlled by Georgios Palikaras. Immediately following the closing of the Transaction, the Acquiror holds, directly or indirectly, or controls an aggregate of 15,604,684 Common Shares (representing 18.67% of the issued and outstanding Common Shares).
The Common Shares held by the Acquiror, directly or indirectly, are subject to an applicable escrow time based release schedule, which provides that 10% of the escrow securities will be released on the listing date (anticipated to be on or about March 9, 2020), with the remaining escrow securities being released in equal tranches of 15% every 6 months.
The Common Shares beneficial owned or controlled by the Acquiror are for investment purposes. In accordance with applicable securities laws, the Acquiror may, from time to time and at any time, acquire additional Common Shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Company in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors, subject to applicable escrow restrictions. A copy of the early warning report will be filed by the Acquiror in connection with the Transaction and will be available on SEDAR under the Company's profile.
This press release is issued under the early warning provisions of Canadian securities legislation.
SOURCE Lamda Guard Technologies Ltd.
For further information: Lamda Guard Technologies Ltd., c/o Metamaterial Inc. 1 Research Dr, Dartmouth, NS B2Y 4M9, George Palikaras, 1-902-482-5729