HALIFAX, March 5, 2020 /CNW/ - Nova Scotia Innovation Corporation ("Innovacorp") 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").
Innovacorp intends to file an early warning report in connection with the acquisition of 10,098,993 common shares in the capital of the Company ("Common Shares"). 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, Innovacorp did not, directly or indirectly, hold any shares of the Company, but held: (a) 29,503 common shares of Metamaterial Technologies Ltd. ("MTI"), which were exchanged on the basis of 2.75 Common Shares for each MTI common share held; (b) 2,285,051 Class A-1 preferred shares of MTI, which were exchanged on the basis of 2.75 Common Shares for each MTI Class A-1 preferred share held; and (c) 905,205 Class A-2 preferred shares of MTI, which were exchanged on the basis of 4.125 Common Shares for each MTI Class A-2 share held. Immediately following the closing of the Transaction, Innovacorp holds, directly an aggregate of 10,098,993 Common Shares (representing 14.8% of the issued and outstanding Common Shares).
The Common Shares held by Innovacorp, 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 Innovacorp are for investment purposes. In accordance with applicable securities laws, Innovacorp 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 Innovacorp 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 Nova Scotia Innovation Corporation
For further information: Nova Scotia Innovation Corporation, 400-1871 Hollis St, Halifax, Nova Scotia, B3J 0C3, Andrew Ray, VP Investment 902-424-8670