Metamaterial Inc. Completes RTO; Set to Begin Trading on Canadian Securities Exchange
Saturday, March 7, 2020
Metamaterial Inc. (formerly Continental Precious Minerals Inc.) (the "Company" or "META") is pleased to announce it has completed its previously announced business combination with Metamaterial Technologies Inc. ("MTI") by way of a three-cornered amalgamation.
MTI amalgamated with Continental Precious Minerals Subco Inc. ("Subco"), a wholly owned subsidiary of the Company, to form an amalgamated entity named Metacontinental Inc. ("Metacontinental"), and the securities of MTI were exchanged for securities of the Company (the "RTO"). The RTO was completed pursuant to the terms and conditions of an amalgamation agreement dated August 16, 2019, between META, MTI and the Subco, as amended pursuant to an amending agreement dated March 4, 2020 (the "Amalgamation Agreement").
Pursuant to the RTO, the common shares and Class A-1 preferred shares of MTI were exchanged for common shares of the Company ("META Common Shares") at a ratio of 2.75 META Common Shares for each MTI common share or Class A-1 preferred shares held by a holder. The Class A-2 preferred shares of MTI were exchanged at a ratio of 4.125 META Common Shares for each MTI Class A-2 preferred share held. All convertible securities of MTI were also exchanged for convertible securities of META in accordance with the exchange ratios set forth in the Amalgamation Agreement.
Prior to the closing of the RTO, the Company changed its name from "Continental Precious Minerals Inc." to "Metamaterial Inc." The Company and Metacontinental are now both headquartered in the Halifax Regional Municipality, Nova Scotia.
Additional information concerning the RTO, including the recent equity raises completed by MTI prior to the RTO, can be found in the Company's listing statement which is available by accessing the Company's profile on SEDAR, at www.sedar.com.
Ram Ramkumar, new chairman of META and former director of CPM, commented: "We looked at a number of different business opportunities and what was unique about MTI was its product offerings and IP portfolio. I have never seen, in my 40 years in business, a company with such an extensive range of applications. That was the primary driver for our decision to pursue the RTO. The businesses that are interested in MTI's applications are some of the top companies in the world."
George Palikaras, president and Chief Executive Officer of META, stated: "Today marks a significant milestone for our company. Over the years, MTI has been fortunate to grow its business in the international market and forge global partnerships. This transaction will allow META to meet increasing customer demand. The potential applications for nanotechnology are endless, and over the next decade it will be transformative for many industries."
Delisting from NEX and Listing on the Canadian Stock Exchange
The Company Common Shares were delisted from the NEX Board of the TSX Venture Exchange effective March 4, 2020. The Company anticipates that the Company Common Shares will commence trading on the Canadian Stock Exchange on or about Monday, March 9, 2020, under the symbol "MMAT."
Appointment of New Directors
The company wishes to announce the resignations of Mark Lerohl, William Lambert and Charles Baxter as directors effective as of today's date. The Company wishes to thank them for their efforts and wishes them well in future endeavours.
Effective today, the directors of the Company who will hold office until the next annual general meeting of the shareholders of the Company are Ram Ramkumar, Georgios (George) Palikaras, Allison Christilaw, Maurice Guitton, Eric Leslie, and Steen Karsbo. Mr. Ramkumar has been appointed chairman of the board.
Biographies of the directors can be found in the Company's listing statement which is available from the Company's profile on SEDAR, at www.sedar.com.
Appointment of Officers
Effective today, George Palikaras has been appointed chief executive officer and Mayank Mahajan has been appointed as chief financial officer and secretary. In addition, Efthymios (Themos) Kallos has been appointed chief science officer and Andrew Gardner Wade has been appointed as chief product officer.
Change in Auditor and Fiscal Year-End
Immediately prior to the RTO, DMCL Chartered Professional Accountants, of Vancouver, British Columbia served as auditor of the Company. As contemplated in the Company's management information circular dated October 10, 2019, which is available from the Company's profile on SEDAR, at www.sedar.com, DMCL ceased to be the Company's auditor upon completion of the RTO. Ernst & Young LLP resigned as auditor of MTI, after the date of the Amalgamation Agreement, and the Company has engaged KPMG LLP of Halifax, Nova Scotia, to become the auditor of the Company effective as of today.
Pursuant to the RTO, the fiscal year-end of the Company has changed to December 31.
About Metamaterial Inc.
META is changing the way we use, interact and benefit from light. META designs and manufactures advanced materials and performance functional films which are engineered at the nanoscale to control light and electromagnetic waves. META is currently developing new materials with diverse applications in the automotive, aerospace, consumer electronics and medical industries. META has a growing patent portfolio with three core technologies, holographic, lithographic and wireless sensing, designed for high volume applications. META is headquartered in Halifax, Nova Scotia, and has offices in London, UK and Pleasanton, California. To learn more visit www.metamaterial.com.
This release includes forward-looking information within the meaning of Canadian securities laws regarding the Company and its business, which may include, but are not limited to, statements with respect to the listing of the common shares of the Company on the Canadian Securities Exchange, and the timing of such events. Often but not always, forward-looking information can be identified by the use of words such as "expect," "intends," "anticipated," "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may," "could," "would," or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of the Company, and are based on assumptions and subject to risks and uncertainties. Although the management of the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, market conditions, economic factors, management's ability to manage and to operate the business and the equity markets generally. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
The CSE has neither approved nor disapproved the contents of this news release.
Halifax, Nova Scotia, March 6, 2020