Home Business Meta Materials Inc. Board of Directors Approves Planned Completion of the Spin-Off of Next Bridge Hydrocarbons Inc.

Meta Materials Inc. Board of Directors Approves Planned Completion of the Spin-Off of Next Bridge Hydrocarbons Inc.

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Halifax, New South Wales / Accesswire / 23 November 2022 / Meta Materials Inc. (“Company” or “META®”) (NASDAQ:MMAT, FSE:MMAT), a developer of high-performance functional materials and nanocomposites, today announced that its Board of Directors has approved a distribution to holders announced. 100% of META’s Series A Non-Voting Preferred Stock (“Series A Preferred Stock”, currently traded over-the-counter or OTC under the symbol MMTLP); 100% of the common stock of Next Bridge Hydrocarbons, a wholly-owned subsidiary of META; , Inc. (“Next Bridge”) is subject to a sales agreement between META and Next Bridge. Upon completion of the distribution, NextBridge will become an independent public reporting company, however, NextBridge’s common stock is not, and will never be, publicly traded and will not be traded electronically through the depositary trust company’s book-entry system or otherwise. It is not eligible for remittance. Established Clearing Corporation.

subject to certain conditions, including, among other things, completion of all necessary actions and filings with respect to applicable state securities or “blue skies” laws, and final FINRA approval, but assuring that such approval will be granted; there is no. One share of Series A Preferred Stock as of 4:00 p.m. ET on December 12, 2022 (the record date for distribution) will be sold to Nextbridge Common for each share of Series A Preferred Stock held at that time. You are entitled to receive 1 share. record date. NextBridge common stock will be distributed after the close of trading on December 14, 2022. At this point, (i) all shares in the Series A Preferred Stock will be automatically cancelled. (ii) such shareholders will no longer have any rights with respect to such Series A Preferred Stock; and (iii) the Series A Preferred Stock, shares of MMTLP, will no longer be tradable on the OTC Market.

Holders of Series A Preferred Stock are not required to take any action in connection with the distribution and are not required to pay or surrender/exchange shares of Series A Preferred Stock in order to receive shares of NextBridge common stock. NextBridge common stock will be issued to the account of each holder of Series A Preferred Stock as follows:

  • Registered shareholderIf the Series A Preferred Stock is owned directly through META’s transfer agent, American Stock Transfer & Trust Company LLC (“AST”), the holder is a registered shareholder. In this case, the Distribution Agent, which is AST, shall be responsible for the next share of common stock of his bridge to be received for distribution by such stockholder of record by registering such stock directly in his new AST account in transfer form. Credit the full amount. in the name of such a record shareholder. Book-entry registration is a method of recording ownership of shares without issuing share certificates to shareholders like dividends. Registered stockholders can access information about their transfer account holdings of Nextbridge common stock with a transfer agent. On or shortly after the date of distribution, the transfer agent will mail the account statement to each registered shareholder. This statement contains all shares of Nextbridge common stock registered in book-entry form under its name.
  • “street name” or beneficial ownerMost META shareholders beneficially own Series A Preferred Stock through banks, brokers, or other designees. In such cases, a bank, broker, or other nominee holds the stock in a “street name” and records that ownership in its books. If a holder owns shares of Series A Preferred Stock through a bank, broker, or other designee, the bank, broker, or other designee may credit the shareholder’s account with shares of NextBridge common stock received in dividends. all shares on the date of distribution; provided, however, that Next Bridge common stock is not eligible for electronic trading through DTC or other established clearing houses. Accordingly, META will require these holders to contact their bank, broker, or other designee to have that bank, broker, or other designee sell shares of the Series A Preferred Stock to them on or before the record date. We recommend that you instruct your META transfer agent to do the transfer. The Series A Preferred Stock will be the registered holder of NextBridge Common Stock issued in transfer form to the new account of META’s transfer agent.

Holders of Series A Preferred Stock who sell their shares on or before the record date are not entitled to receive shares of NextBridge common stock in connection with the distribution of the Series A Preferred Stock sold. Holders of Series A Preferred Stock who sell their shares after the record date. Previous The distribution date is required to transfer the shares of NextBridge common stock received in the distribution to the next purchaser of the Series A Preferred Stock.

A registration statement on Form S-1 relating to the shares subject to distribution has been filed with the Securities and Exchange Commission and is effective November 18, 2022. The registration statement and subsequent filings (including the final prospectus) will be made available. It is available free of charge on the SEC’s website at http://www.sec.gov. Holders of Series A Preferred Stock are advised to consult with their tax advisors regarding the U.S. federal, state, local and foreign tax implications of distributions of Next His Bridge common stock. For additional information regarding distributions, tax implications and how holders of Series A Preferred Stock will receive their shares of Next Bridge common stock, please see the registration statement and subsequent filings (including the definitive prospectus). please refer to. SEC related to registration statements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction where such offer, solicitation or sale would be unlawful. the securities laws of any such state or jurisdiction;

advisor

Wilson Sonsini Goodrich & Rosati is acting as legal counsel to META and O’Melveny & Myers LLP is acting as legal counsel to Next Bridge in connection with the distribution.

About Metamaterials

META® invents, designs, develops and manufactures sustainable, high-performance functional materials that deliver previously unattainable performance in a variety of applications. Our extensive technology platform enables leading global brands to deliver breakthrough products to their customers in consumer electronics, 5G communications, health and wellness, aerospace, automotive and clean energy. Our nano-optic metamaterial technology provides anti-counterfeiting security features for government documents and currency, as well as brand authentication. Our achievements have been widely recognized, including being named Lux ​​Research Innovator of the Year for 2021. www.metamaterial.com.

Notes

Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding final FINRA approval.Spin-off trades, benefits of spin-off trades to META® or Next Bridge and other events and statements that are not historical facts and are subject to significant risks and uncertainties. There can be no assurance that any proposed transaction or other future event will occur as anticipated or that actual results will be as anticipated. Actual future events or results may differ materially from these statements. Such differences may result from many factors, including but not limited to: Timing and completion of proposed transactions. Failure to obtain required regulatory approvals. Failure to obtain assurance of anticipated tax treatment.or deterioration of META’s business or prospects;® Or the next bridge.

META® Media Inquiries

Rob Stone
Vice President of Corporate Development and Communications
Metamaterials Co., Ltd.
[email protected]

Meta® investor contact

Mark Komonoski
senior vice president
Integrus Communication
Phone: 1-877-255-8483
Email: [email protected]

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