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Accordingly, readers should not place undue reliance on any forward-looking statements or information. Although META 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. 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 ability of the parties to close the Arrangement pursuant to the Arrangement Agreement, the ability of the parties to raise necessary equity capital, approval of the transaction and continued listing by the NASDAQ, approval of the Canadian Securities Exchange, receipt of shareholder approval and required third party and regulatory consents, the risk that Torchlight may not be able to dispose of its oil and gas assets on favorable terms or at all, risks related to the technology industry, market strategic and operational activities, and management's ability to manage and to operate the business. Although the management of META believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Such statements are based on the current expectations and views of future events of the management of META and are based on assumptions and subject to risks and uncertainties. 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. This release includes forward-looking information within the meaning of Canadian securities laws regarding META and its business, which may include, but are not limited to, statements with respect to the terms and anticipated timing of the Arrangement pursuant to the Arrangement Agreement, the mailing date of the meeting materials, the date of the Meeting, the intention to raise equity capital, the potential continued listing on the NASDAQ and the benefits thereof, the disposition of Torchlight's oil and gas assets, the approval of the Transaction by the shareholders of META, the business strategies, product development and operational activities of META and Torchlight. The remainder will be used for general corporate purposes including working capital and merger related costs.
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META intends to use approximately US$5,000,000 of the proceeds from the loan made pursuant to the Promissory Note to accelerate its acquisition of certain pilot scale production equipment to expand its roll-to-roll product family production capabilities, support META's on-going development of optical products for targeted use in life sciences applications, and expand its metaOptix™ product line for its e-commerce business. Further, if the Arrangement is not completed, META will be obligated to repay to Torchlight the total unpaid balance of the principal and interest under the Promissory Note, to the extent not converted into Common Shares, on the Maturity Date. If the Arrangement Agreement is terminated or expires without the completion of the Arrangement, Torchlight will have the right to convert all or any portion of the principal amount and any accrued but unpaid interest under the Promissory Note into the common shares of META (the "Common Shares") at a conversion price of C$2.80 per Common Share (subject to adjustment as described in the Promissory Note). The Promissory Note bears interest at 8% per annum, with all unpaid principal and interest due in one lump sum payment on Febru(the "Maturity Date").
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("META") (CSE:MMAT), a developer of high-performance functional materials and nanocomposites, announced today that, in accordance with the terms of the previously announced Arrangement Agreement (the "Arrangement Arrangement") between Torchlight and META, pursuant to which Torchlight and META will complete a business combination (the "Arrangement"), Torchlight has loaned US$10,000,000 to META evidenced by an unsecured convertible promissory note (the "Promissory Note"). (NASDAQ:TRCH), an oil and gas exploration company ("Torchlight") and Metamaterial Inc. PLANO, TX and HALIFAX, NS / ACCESSWIRE / Febru/ Torchlight Energy Resources, Inc.