HALIFAX, NS, Dec. 20, 2021 /CNW/ - Tom Welch (the "Acquiror") today announced that he has filed 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 in connection with the closing of the business combination (the "Business Combination") involving Meta Materials Inc., formerly Torchlight Energy Resources, Inc. ("META"), Metamaterial Exchangeco Inc. ("Canco"), Metamaterial Inc. ("MI") and 2798831 Ontario Inc. on June 28, 2021.
Pursuant to the Business Combination, the Acquiror acquired beneficial ownership of, or control or direction over (i) 23,514,309 exchangeable shares in the capital of Canco (the "Exchangeable Shares", with the Exchangeable Shares being convertible into common shares of META (the "Shares") in accordance with their terms on a one-for-one basis) held by the Acquiror; (ii) 23,141,239 Exchangeable Shares held by the Acquiror's wife, Anne Lambert and (iii) 186,536 warrants of META (the "Warrants"), with the securities referred to in (i) through (iii) representing an aggregate of 46,842,084 Shares on an as-converted and partially-diluted basis.
Prior to the Business Combination, the Acquiror held an aggregate of 15,000 Shares and 30,000 Series A Non-Voting Preferred Stock of META. The aggregate Shares, Exchangeable Shares and Warrants over which the Acquiror acquired beneficial ownership, control or direction represent approximately 16.65% of the issued and outstanding Shares on an as converted and partially diluted basis. This is the initial report filed under the early warning reporting rules of Canadian securities laws by the Acquiror following the closing of the Business Combination.
As of the date hereof, the Acquiror beneficially owns or has control or direction over (i) 341,000 Shares; (ii) 186,536 Warrants; (iii) 22,714,309 Exchangeable Shares, (iv) 343,000 Shares held by Anne Lambert, and (v) 22,441,239 Exchangeable Shares held by Anne Lambert, representing approximately 16.32% of the issued and outstanding Shares on an as converted and partially diluted basis.
This press release is issued under the early warning provisions of Canadian securities legislation.
SOURCE Tom Welch
Tom Welch c/o Meta Materials Inc., 1 Research Dr, Dartmouth, NS B2Y 4M9, 1-902-482-5729
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