Nanotech Security Corp. (TSXV: NTS) (OTCQX: NTSFF) (“Nanotech” or
the “Company”), a leader in the development of secure and visually
memorable nano-optic security features used in the government and
banknote and brand protection markets, announces it has entered
into a definitive arrangement agreement (the “Arrangement
Agreement”) with Meta Materials Inc. (“META®”)(NASDAQ: MMAT), a
developer of high-performance functional materials and
nanocomposites, pursuant to which META will indirectly acquire
Nanotech for $1.25 per common share in an all-cash transaction (the
“Transaction”) valued at approximately $90.8 million on a fully
diluted basis. META and Nanotech will host a webcast at 10:00 am
EDT today to review the Transaction (details below). The Company
also announces its financial results for the three and nine months
ended June 30, 2021. Unless otherwise stated, all dollar amounts
are expressed in Canadian dollars.
Overview of Transaction with
META
Key Transaction Highlights
- Nanotech
shareholders to receive $1.25 per share in cash, representing an
aggregate transaction value of approximately $90.8 million
- The purchase
price represents a 101% premium to the 30-day volume weighted price
of $0.62 per Nanotech common share
- Both a special
committee comprised of independent directors of Nanotech (the
“Special Committee”) and the full board of directors (the “Board”)
unanimously recommend that Nanotech securityholders vote in favour
of the Transaction
- The Board has
obtained a favourable fairness opinion from Echelon Capital
Markets
- The Transaction
is subject to customary closing conditions, including approval by a
special majority of Nanotech securityholders
D. Neil McDonnell, Chair of the Company’s Board
and Special Committee, commented, “We are pleased to announce this
Transaction with META, which offers our securityholders an
attractive valuation and significant premium to the recent trading
price of the Company’s shares. The Transaction is also expected to
provide Nanotech with greater access to capital to accelerate its
commercialization and growth strategies. After careful
consideration, the Special Committee and the Company’s Board have
both unanimously concluded that the Transaction is fair to
Nanotech’s securityholders and is in the best interests of the
Company and its employees.”
Transaction Details
The total cash consideration of $1.25 per share
(the “Consideration”) represents a premium of 67% to the closing
price of $0.75 for Nanotech’s shares on the TSX Venture Exchange on
August 4, 2021 and a premium of 101% to the volume weighted average
price of the 30 trading days ended August 4, 2021. The Transaction
is to be carried out by way of a plan of arrangement (the
“Arrangement”) under the Business Corporations Act (British
Columbia), pursuant to which META will acquire all the outstanding
common shares of Nanotech. The implementation of the Arrangement
will be subject to, among other things, the approval of at least 66
2/3% of the votes cast by Nanotech securityholders present in
person or represented by proxy at the special meeting of Nanotech
securityholders, and the receipt of applicable orders from the
Supreme Court of British Columbia. A management information
circular relating to the special meeting of Nanotech
securityholders and containing further details regarding the
Arrangement will be mailed to Nanotech securityholders and made
available on SEDAR under Nanotech’s profile at www.sedar.com. Until
the circular is sent, shareholders are not required to take any
action in respect of the Transaction.
The Arrangement Agreement provides for, among
other things, customary non-solicitation covenants from Nanotech,
but includes provisions that allow Nanotech to accept a superior
proposal in certain circumstances subject to a five-business day
“right to match period” in favour of META. The Arrangement
Agreement also provides for the payment of a termination fee of
$2.8 million by Nanotech in the event the Transaction is terminated
in the event Nanotech proceeds with a superior proposal. The
Transaction is not subject to a financing condition.
All directors and executive officers of
Nanotech, holding approximately 19% of the issued and outstanding
shares of Nanotech as of the date hereof, have entered into voting
and support agreements in favour of META pursuant to which, among
other things, they have agreed to vote their Nanotech securities in
favour of the Transaction.
The Board recommends that securityholders vote
in favour of the Transaction. Echelon Capital Markets, financial
advisor to Nanotech, has provided a fairness opinion to the Board
that, subject to certain qualifications set out in the opinion, the
$1.25 to be received by Nanotech securityholders pursuant to the
Transaction is fair from a financial point of view to Nanotech’s
securityholders.
The foregoing summary is qualified in its
entirety by the provisions of the Arrangement Agreement, a copy of
which will be available on SEDAR under Nanotech’s profile at
www.sedar.com within 10 days following the date of this press
release.
The Arrangement is expected to close in early
October with the special meeting of securityholders expected to be
convened for late September. An announcement about the exact timing
of the securityholders’ meeting will follow in the near future.
The Transaction was negotiated at arm’s length
and no finder’s fee is or will be payable by Nanotech in connection
with the Transaction.
Advisors
Echelon Capital Markets is acting as financial
advisor to Nanotech. Borden Ladner Gervais LLP and Dorsey &
Whitney LLP are acting as legal counsel to Nanotech.
Cormark Securities Inc. is acting as financial
advisor to META and Hamilton Clark Sustainable Capital, Inc.
provided a fairness opinion to the board of directors of META.
Fasken Martineau DuMoulin LLP and Wilson Sonsini Goodrich &
Rosati are acting as legal counsel to META.
Webcast Information
META’s CEO George Palikaras and CFO Ken Rice
will host a webcast today at 10:00 am EDT along with Nanotech’s CEO
Troy Bullock. To register, click here or copy this link into your
browser:
https://audience.mysequire.com/webinar-view?webinar_id=97702446-53e7-4f46-8a8b-2a4fd2ca1c04.
A replay will be available following the webcast and may be
accessed using the link above.
Financial Highlights for the Three and
Nine Months Ended June 30, 2021
- Revenue was $2.6
million and $6.1 million for the three and nine months ended June
30, 2021 respectively, representing increases of 34% and 27%
compared to the same periods last year.
- Gross margin of
76% for the three and nine months ended June 30, 2021 was lower
than the 83% and 81% for the respective year-ago periods due to
additional labour and other expenditures incurred to meet contract
services deliverables in the current period.
- Positive
Adjusted EBITDA of $453,368 and breakeven Adjusted EBITDA for the
three and nine months ended June 30, 2021 respectively,
representing an improvement of 129% and 100% compared to the same
periods last year.
- Cash and
short-term investments of $8.9 million, and no debt at quarter
end.
“Nanotech had a strong third quarter of growth
with revenues of $2.6 million and positive Adjusted EBITDA of
$453,368. We received the maximum available purchase orders from
our confidential central bank customer which, in combination with
recurring LumaChrome orders, is expected to drive revenue growth of
at least 15% for the year and modest positive Adjusted EBITDA,”
said President and CEO Troy Bullock. “We remain confident of
Nanotech’s prospects for advancing the development contract,
further expansion of our manufacturing capabilities, and the
potential opportunities beyond our two primary markets within the
metamaterials sphere.”
Strategic Update
The Company remains focused on commercializing
its technology for long-term revenue growth, with efforts centered
around the following pillars:
- Contract services – The Company’s development
contract with a confidential G10 central bank remains a key
strategic focus with significant resources committed to this
project. Developing a visual security feature that can be
integrated into this country’s banknotes would be a significant
milestone in Nanotech’s growth.The Company is restricted from
providing substantive information about this project, but
management is encouraged by both the progress of this development
contract and ongoing discussions with the customer. The Company
secured all available purchase orders for fiscal 2021 with annual
revenues expected to be approximately 27% higher than the prior
year. This represents the largest annual scope of work for this
customer to date and demonstrates the customer’s continued
confidence in Nanotech’s technology. Discussions are also well
under way for a second phase, multi-year development contract that
management expects to finalize in the fourth quarter of fiscal
2021, along with purchase orders for fiscal 2022.
- Product development – Based on the positive
market feedback of Nanotech’s latest nano-optic product offerings,
management believes there are extensive opportunities to offer
these new visual products with exceptional differentiation in both
the banknote and brand protection markets. As a result, the Company
plans to continue to increase its investment in additional
development staff, product trials, and certifications to drive
technology advancement and enhanced product development to generate
future revenue.In the second quarter of 2021 the Company launched
its LiveOptik™ PROTECT security foil for the brand protection
market. This new product continues to be tested by several channel
partners for inclusion in their product catalogue. Management plans
to have additional product launches before the end of the calendar
year for both brand protection and banknote applications.
- Strategic partnerships – Nanotech has
developed strategic relationships with established OEM
manufacturers to enable scalable delivery for our customers. These
relationships reduce the Company’s manufacturing risk and extend
the market reach of Nanotech’s product offering. Management is also
developing the Company’s internal production capability to
complement these OEM offerings, which is being optimized for the
Company’s proprietary KolourOptik® technology platform. Nanotech is
uniquely positioned as a leader in developing and mass-producing
complex nanostructures, which could have applications beyond the
Company’s initial key markets in brand protection and banknote
authentication.
- Expanded channels to market – Nanotech will
continue to market its products and pursue revenue through both
direct sales and strategic channel partners who promote and offer
Nanotech’s products to their existing customers. Management expects
to expand the Company’s network of channel partners as new products
are launched throughout fiscal 2021.Product revenue decreased to
$289,381 for the three months ended June 30, 2021, compared to
$450,809 during the same period last year. Nanotech delivered ten
customer product orders in the quarter, compared to three in the
same period last year. On a year-to-date basis, product revenue of
$486,783 from nineteen orders was lower than product revenue of
$817,206 from fifteen orders in the same period of 2020. These
variances were partially due to the timing of certain recurring
orders, which can vary from year to year.
Select Financial Information
All results are reported in Canadian dollars and
are prepared in accordance with International Financial Reporting
Standards ("IFRS") as issued by the International Accounting
Standards Board.
|
Three months endedJune 30 |
Nine months endedJune 30 |
|
|
2021 |
|
|
2020 |
|
% Change |
|
2021 |
|
|
2020 |
|
% Change |
Contract services |
$ |
2,315,641 |
|
$ |
1,495,812 |
|
55 |
% |
$ |
5,628,372 |
|
$ |
3,983,857 |
|
41 |
% |
Products and services |
|
289,381 |
|
|
450,808 |
|
(36 |
%) |
|
486,782 |
|
|
817,205 |
|
(40 |
%) |
Revenue |
|
2,605,022 |
|
|
1,946,620 |
|
34 |
% |
|
6,115,154 |
|
|
4,801,062 |
|
27 |
% |
Gross margin |
|
1,972,285 |
|
|
1,609,798 |
|
23 |
% |
|
4,637,864 |
|
|
3,907,021 |
|
19 |
% |
Gross margin % |
|
76% |
|
|
83% |
|
|
|
76% |
|
|
81% |
|
|
Adjusted EBITDA(1) |
|
453,368 |
|
|
197,733 |
|
129 |
% |
|
1,730 |
|
|
(621,245 |
) |
(100 |
%) |
|
|
|
|
|
|
|
Net loss |
|
(254,347 |
) |
|
(332,367 |
) |
(24 |
%) |
|
(1,722,483 |
) |
|
(2,088,190 |
) |
(18 |
%) |
Loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
(0.00 |
) |
|
(0.00 |
) |
|
|
(0.02 |
) |
|
(0.03 |
) |
|
Weighted average number of
common shares |
|
|
|
|
|
|
Basic and diluted |
|
69,399,861 |
|
|
69,200,125 |
|
|
|
69,399,861 |
|
|
69,200,125 |
|
|
(1)Adjusted EBITDA is a non-IFRS measure as
described in the Non-IFRS Financial Measures section of this News
Release. The calculation of Adjusted EBITDA for the three and nine
months ended June 30, 2020 was amended to exclude tenant and steam
(income) expenses, which are no longer expected to be recurring in
nature. For further information, see the Quarterly Results section
of management’s discussion and analysis for the three and nine
months ended June 30, 2021.
Financial Position as at: |
June 30, |
September 30, |
% |
|
|
2021 |
|
2020 |
Change |
Cash, cash equivalents and short-term investments |
$ |
8,937,055 |
$ |
8,601,140 |
4 |
% |
|
|
|
|
Total assets |
$ |
26,647,173 |
$ |
27,982,579 |
(5 |
%) |
Total liabilities |
|
2,724,360 |
|
2,624,128 |
4 |
% |
Total equity |
|
23,922,813 |
|
25,358,451 |
(5 |
%) |
Financial Statements and Management’s Discussion and
Analysis
This news release should be read in conjunction
with the Company’s condensed interim financial statements and
related notes, and management’s discussion and analysis for the
three and nine months ended June 30, 2021, copies of which can be
found at www.sedar.com.
Non-IFRS Financial Measures
In addition to results reported in accordance
with IFRS, the Company discloses Adjusted EBITDA as a supplemental
indicator of its financial performance.
The Company defines Adjusted EBITDA as net
income (loss) excluding the impact of interest and financing costs
(net of interest income), foreign exchange gain (loss), income
taxes, depreciation and amortization, share-based compensation,
tenant income, steam (income) expense and transaction costs. The
Company believes Adjusted EBITDA is a useful measure as it provides
information to management about the operating and financial
performance of the Company and its ability to generate operating
cash flow to fund future working capital needs, as well as future
growth. Adjusted EBITDA may also be used by investors and analysts
for the purpose of valuing the Company.
Readers are cautioned that these non-IFRS
definitions are not recognized measures under IFRS, do not have
standardized meanings prescribed by IFRS, and should not be
construed to be alternatives to net earnings determined in
accordance with IFRS or as indicators of performance, liquidity or
cash flows. The Company’s method of calculating these measures may
differ from methods used by other entities and accordingly
Nanotech’s measures may not be comparable to similarly titled
measures used by other entities or in other jurisdictions. The
Company uses these measures because it believes they provide useful
information to both management and investors with respect to the
operating and financial performance of the Company.
|
Three months endedJune 30 |
Nine months endedJune 30 |
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
|
|
|
|
|
Net loss |
$ |
(254,347 |
) |
$ |
(332,367 |
) |
$ |
(1,722,483 |
) |
$ |
(2,088,190 |
) |
Finance (income) expense |
|
3,610 |
|
|
(18,854 |
) |
|
3,812 |
|
|
(80,460 |
) |
Foreign exchange (gain) loss |
|
30,436 |
|
|
45,243 |
|
|
114,095 |
|
|
(24,216 |
) |
Depreciation and amortization |
|
379,783 |
|
|
400,354 |
|
|
1,133,239 |
|
|
1,207,195 |
|
Transaction costs |
|
197,351 |
|
|
- |
|
|
197,351 |
|
|
- |
|
Share-based compensation |
|
107,664 |
|
|
103,357 |
|
|
286,845 |
|
|
346,457 |
|
Tenant income |
|
(11,129 |
) |
|
- |
|
|
(11,129 |
) |
|
(56,276 |
) |
Steam expense |
|
- |
|
|
- |
|
|
- |
|
|
74,245 |
|
Adjusted EBITDA |
$ |
453,368 |
|
$ |
197,733 |
|
$ |
1,730 |
|
$ |
(621,245 |
) |
Nanotech
Security Corp. |
Condensed Interim
Statements of Operations and Comprehensive Loss |
(Unaudited) |
|
Three and nine
months ended June 30, 2021 and 2020 |
(In
Canadian dollars) |
|
Three months endedJune 30 |
Nine months endedJune 30 |
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
Revenue |
$ |
2,605,022 |
|
$ |
1,946,620 |
|
$ |
6,115,154 |
|
$ |
4,801,062 |
|
Cost of
sales |
|
632,737 |
|
|
336,822 |
|
|
1,477,290 |
|
|
894,041 |
|
|
|
1,972,285 |
|
|
1,609,798 |
|
|
4,637,864 |
|
|
3,907,021 |
|
Expenses |
|
|
|
|
Research and development |
|
556,021 |
|
|
438,201 |
|
|
1,766,367 |
|
|
1,396,229 |
|
General and administration |
|
543,317 |
|
|
556,619 |
|
|
1,671,881 |
|
|
1,753,989 |
|
Sales and marketing |
|
542,503 |
|
|
532,018 |
|
|
1,515,870 |
|
|
1,769,761 |
|
Depreciation and amortization |
|
364,523 |
|
|
388,938 |
|
|
1,102,100 |
|
|
1,161,939 |
|
Transaction costs |
|
197,351 |
|
|
- |
|
|
197,351 |
|
|
- |
|
|
|
2,203,715 |
|
|
1,915,776 |
|
|
6,253,569 |
|
|
6,081,918 |
|
|
|
|
|
|
Loss from operations before
other (income) expenses |
|
(231,430 |
) |
|
(305,978 |
) |
|
(1,615,705 |
) |
|
(2,174,897 |
) |
|
|
|
|
|
Other (income) expenses |
|
|
|
|
Foreign exchange (gain) loss |
|
30,436 |
|
|
45,243 |
|
|
114,095 |
|
|
(24,216 |
) |
Finance (income) expense |
|
3,610 |
|
|
(18,854 |
) |
|
3,812 |
|
|
(80,460 |
) |
Tenant income |
|
(11,129 |
) |
|
- |
|
|
(11,129 |
) |
|
(56,276 |
) |
Steam expense |
|
- |
|
|
- |
|
|
- |
|
|
74,245 |
|
|
|
22,917 |
|
|
26,389 |
|
|
106,778 |
|
|
(86,707 |
) |
|
|
|
|
|
Net loss and total comprehensive loss |
$ |
(254,347 |
) |
$ |
(332,367 |
) |
$ |
(1,722,483 |
) |
$ |
(2,088,190 |
) |
|
|
|
|
|
Basic and diluted loss per
share: |
|
|
|
|
Net loss |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
$ |
(0.02 |
) |
$ |
(0.03 |
) |
|
|
|
|
|
Weighted average
number of common shares |
Basic and diluted |
|
69,399,861 |
|
|
69,200,125 |
|
|
69,399,861 |
|
|
69,200,125 |
|
|
Nanotech
Security Corp. |
Condensed Interim
Statements of Financial Position |
(Unaudited) |
|
(In
Canadian dollars) |
|
June 30,2021 |
|
September 30,2020 |
|
|
|
|
Assets |
Current
assets: |
Cash and cash equivalents |
$ |
2,055,919 |
|
$ |
1,751,855 |
|
Short-term investments |
|
6,881,136 |
|
|
6,849,285 |
|
Accounts receivable |
|
737,966 |
|
|
1,505,391 |
|
Inventory |
|
301,247 |
|
|
210,715 |
|
Prepaid expenses and other assets |
|
225,399 |
|
|
324,974 |
|
Asset held for sale |
|
125,000 |
|
|
- |
|
|
|
10,326,667 |
|
|
10,642,220 |
|
|
|
|
Property, plant and equipment |
|
14,117,014 |
|
|
15,089,496 |
|
Intangible assets |
|
93,750 |
|
|
- |
|
Goodwill |
|
1,388,458 |
|
|
1,388,458 |
|
Right-of-use asset |
|
721,284 |
|
|
862,405 |
|
|
$ |
26,647,173 |
|
$ |
27,982,579 |
|
|
|
|
Liabilities and Shareholders'
Equity |
|
|
Current
liabilities: |
Accounts payable and accrued liabilities |
$ |
1,502,406 |
|
$ |
1,630,754 |
|
Deposits |
|
36,401 |
|
|
56,069 |
|
Deferred revenue |
|
375,516 |
|
|
- |
|
Current portion of lease liability |
|
183,706 |
|
|
173,558 |
|
|
|
2,098,029 |
|
|
1,860,381 |
|
|
|
|
Non-current liabilities: |
|
|
Lease liability |
|
626,331 |
|
|
763,747 |
|
|
|
2,724,360 |
|
|
2,624,128 |
|
|
|
|
Shareholders’ equity |
|
|
Share capital |
|
62,499,841 |
|
|
62,499,841 |
|
Contributed surplus |
|
3,695,498 |
|
|
3,408,653 |
|
Deficit |
|
(42,272,526 |
) |
|
(40,550,043 |
) |
|
|
23,922,813 |
|
|
25,358,451 |
|
|
$ |
26,647,173 |
|
$ |
27,982,579 |
|
Nanotech
Security Corp. |
Condensed Interim
Statements of Cash Flows |
(Unaudited) |
|
|
|
Three and nine
months ended June 30, 2021 and 2020 |
(In
Canadian dollars) |
|
Three months endedJune 30 |
Nine months endedJune 30 |
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
Cash flows
provided by (used in): |
|
|
|
|
Operating
activities: |
|
|
|
|
Net loss |
$ |
(254,347 |
) |
$ |
(332,367 |
) |
$ |
(1,722,483 |
) |
$ |
(2,088,190 |
) |
Items not involving cash |
|
|
|
|
Depreciation and amortization |
|
379,783 |
|
|
400,354 |
|
|
1,133,239 |
|
|
1,207,195 |
|
Share-based compensation |
|
107,664 |
|
|
103,357 |
|
|
286,845 |
|
|
346,457 |
|
Unrealized foreign exchange gain (loss) |
|
(4,218 |
) |
|
49,524 |
|
|
(35,277 |
) |
|
13,555 |
|
Finance (income) expense |
|
3,610 |
|
|
(18,854 |
) |
|
3,812 |
|
|
(80,460 |
) |
Other |
|
(2,409 |
) |
|
(3,132 |
) |
|
(7,772 |
) |
|
(9,233 |
) |
Non-cash working capital changes |
|
742,290 |
|
|
(324,412 |
) |
|
1,178,299 |
|
|
(164,521 |
) |
Interest paid on lease liability |
|
(9,395 |
) |
|
(11,278 |
) |
|
(29,668 |
) |
|
(34,000 |
) |
Interest received |
|
7,998 |
|
|
34,862 |
|
|
57,952 |
|
|
120,720 |
|
Cash provided by (used in) operating activities |
|
970,976 |
|
|
(101,946 |
) |
|
864,947 |
|
|
(688,477 |
) |
|
|
|
|
|
Investing
activities: |
|
|
|
|
Purchase of property and equipment |
|
(90,692 |
) |
|
(304,652 |
) |
|
(325,554 |
) |
|
(769,071 |
) |
Purchase of intangible asset |
|
- |
|
|
- |
|
|
(85,000 |
) |
|
- |
|
Net acquisition of short-term investments |
|
(7,723 |
) |
|
(33,301 |
) |
|
(56,175 |
) |
|
(103,951 |
) |
Cash used in investing activities |
|
(98,415 |
) |
|
(337,953 |
) |
|
(466,729 |
) |
|
(873,022 |
) |
|
|
|
|
|
Financing
activities: |
|
|
|
|
Repayment of lease liability |
|
(39,843 |
) |
|
(34,420 |
) |
|
(127,268 |
) |
|
(103,259 |
) |
Cash used
in financing activities |
|
(39,843 |
) |
|
(34,420 |
) |
|
(127,268 |
) |
|
(103,259 |
) |
|
|
|
|
|
Effect
of foreign exchange on cash and cash equivalents |
|
2,955 |
|
|
(61,734 |
) |
|
33,114 |
|
|
(17,886 |
) |
|
|
|
|
|
Increase
(decrease) in cash and cash equivalents |
|
835,673 |
|
|
(536,053 |
) |
|
304,064 |
|
|
(1,682,644 |
) |
|
|
|
|
|
Cash
and cash equivalents, beginning of period |
|
1,220,246 |
|
|
1,605,411 |
|
|
1,751,855 |
|
|
2,752,002 |
|
Cash and cash equivalents, end of period |
$ |
2,055,919 |
|
$ |
1,069,358 |
|
$ |
2,055,919 |
|
$ |
1,069,358 |
|
FORWARD-LOOKING STATEMENTS
The discussion and analysis in this news release
contains forward-looking statements concerning anticipated
developments in the Transaction, the Company’s operations in future
periods, the adequacy of Nanotech’s financial resources, and events
or conditions that may occur in the future. Forward-looking
statements are frequently, but not always, identified by words such
as “expects”, “expected”, “anticipates”, “believes”, “prospects”,
“efforts”, “intends”, “estimates”, “predicts”, “potential”,
“targeted”, “plans”, “possible” and similar expressions, or
statements that events, conditions, or results “will”, “may”,
“could” or “should” occur or be achieved. Such forward-looking
statements concern the business and anticipated financial
performance of the Company (including, without limitation, the
Company’s growth outlook) and the Transaction (including, without
limitation, in respect of the Court approvals to be obtained in
connection therewith, the approval of the Transaction by Company
securityholders and the expected timing of closing of the
Transaction).
These forward-looking statements include,
without limitation, statements about the Company’s revenue growth,
prospects for advancing the development contract, expansion of
manufacturing capabilities, development of a visual security
feature, customer confidence, finalization of a second phase,
multi-year development contract, investment in additional
development staff, product trials and certifications, additional
product launches, applications of nanostructures beyond the
Company’s initial key markets, expansion of the Company’s network
of channel partners and, in respect of the Transaction, the
Company’s ability to meet all condition precedents set forth in the
Arrangement Agreement (including that there be no material adverse
effect on the Company before closing of the Transaction) prior to
the outside date set forth therein, the Company’s ability to secure
the required Court approvals in connection with the Transaction and
the approval of the Transaction by Company securityholders.
Forward-looking statements are subject to a
variety of known and unknown risks, uncertainties and other factors
which could cause actual events or results to differ from those
expressed or implied by the forward-looking statements, including,
without limitation: risks related to the completion of the
Transaction, including the failure to obtain securityholder or
Court approvals in connection with the Transaction; uncertainties
relating to the loss of a key customer, that the Company’s products
receive market acceptance, and that its intellectual property
claims will be sufficiently broad or enforceable to provide the
necessary protection or attract the necessary capital, as well as
risks relating to the COVID-19 pandemic.
These forward-looking statements are based on
the beliefs, expectations, and opinions of management on the date
the statements are made. Consequently, all forward-looking
statements made in the discussion and analysis of the financial
conditions and results of operations, or the documents incorporated
by reference, are qualified by this cautionary statement and there
can be no certainty that actual results or developments the Company
anticipates will be realized.
For additional information with respect to
certain of these risks or factors reference should be made to the
“Business Risks and Uncertainties” section of the management’s
discussion and analysis and the notes to the audited financial
statements for the year ended September 30, 2020, as well as with
the Company’s continuous disclosure materials filed from time to
time with Canadian securities regulatory authorities, which are
available online at www.sedar.com. Nanotech disclaims any intention
or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
other than as required by law. Caution needs to be used when taking
forward-looking statements into account when evaluating the
Company.
About Nanotech
With billions of security features in
circulation, Nanotech’s products include secure and memorable
security labels, stripes, patches, and colour-shifting foils for
currency authentication and brand protection.
KolourOptik® is a patented visual
technology that is exclusive to the government and banknote market
and combines sub-wavelength nanostructures and microstructures to
create modern overt security features with a unique and
customizable optical effect. KolourOptik pure plasmonic colour
pixels produce full colour, 3D depth, and movement used in security
stripes and threads that are nearly impossible to replicate.
LiveOptik™ is a patented visual technology that
utilizes innovative nano-optics one tenth the size of traditional
holographic structures to create next generation overt security
features customized to our customers’ unique requirements.
LiveOptik delivers multi-colour, 3D depth, movement, and image
switches for secure brand protection stripes, threads, and labels
that are nearly impossible to replicate.
Additional information about Nanotech can be
found at the Company’s website www.nanosecurity.ca, the Canadian
disclosure filings website www.sedar.com or the OTCMarkets
disclosure filings website www.otcmarkets.com.
About Meta Materials Inc.
META® delivers previously unachievable
performance, across a range of applications, by inventing,
designing, developing, and manufacturing sustainable, highly
functional materials. Its 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. Meta’s
achievements have been widely recognized, including being named a
Global Cleantech 100 company. Learn more at
www.metamaterial.com.
Nanotech Security Corp.: |
US Investor Relations: |
|
Canada Investor Relations: |
Kelley Ryshak |
Matthew Selinger |
|
Sean Peasgood |
info@nanosecurity.ca |
mselinger@firmirgroup.com |
|
sean@SophicCapital.com |
+1.604.678.5775 |
+1.415.572.8152 |
|
+1.647.699.9845 |
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
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