/NOT FOR DISTRIBUTION IN THE U.S. OR TO U.S.
NEWSWIRE SERVICES./
NEX-CZQ.H
TORONTO, June 21, 2019 /CNW/ - Continental Precious
Minerals Inc. ("Continental" or the "Company") is
pleased to announce that it has entered into a letter of intent
dated June 21, 2019 (the
"LOI") with Metamaterial Technologies Inc.
("Metamaterial"), a Nova
Scotia-based developer of smart materials and photonics, to
complete a going-public transaction for Metamaterial (the
"Proposed Transaction"). It is intended that the Proposed
Transaction will take the form of a business combination which will
result in Metamaterial becoming a wholly-owned subsidiary of the
Company and the security holders of Metamaterial becoming security
holders of the Company. For convenience, the Company, as it will
exist after the completion of the Proposed Transaction, is referred
herein as the "Resulting Issuer".
Metamaterial is an emerging technology company that has a
proprietary platform technology that harnesses the power of
light. Metamaterials manufactures industrial, safety and
consumer products. Metamaterial's mission is to master light
through disruptive technology and advanced science to improve life
on earth. The five key manufacturing and industrial product areas
that Metamaterial serves include: Energy and Electronics; Medical
Devices; Aerospace & Defense; and Automotive. Metamaterial has
a large patent portfolio that is pioneered by holographic and
lithographic nanofabrication tools designed to harness the power of
light. Metamaterial's products are printed on flat films with a
variety of nanocomposite designs on a commercial scale.
Metamaterial has accounted development revenue of $1,585,191 and net loss $5,106,648 for the period January 1, 2018 to December 31, 2018. As at
December 31, 2018, MTI had total
assets of $13,172,716, total
liabilities of $13,349,227 and total
shareholders equity of ($176,511).
These numbers are taken from MTI audited consolidated financial
statements of 2018.
MTI was incorporated in New
Brunswick on August 15, 2011
as Lamda Guard Canada Inc. It amended its articles on March 27, 2013 to take on its current name and,
on April 30, 2013, continued as a
corporation organized under the Canada Business Corporations
Act.
Transaction Summary
Pursuant to the LOI, the existing holders of shares of
Metamaterial will receive common shares of the Resulting Issuer
("Resulting Issuer Common Shares") in exchange for their
Metamaterial shares at a ratio of 2.75 Resulting Issuer Common
Shares for each common share of Metamaterial. Following the
completion of the Transaction, all of Metamaterial's outstanding
convertible notes, options and other securities exercisable or
exchangeable for, or convertible into, and any other rights to
acquire Metamaterial common shares will be exchanged for securities
exercisable or exchangeable for, or convertible into, or other
rights to acquire Resulting Issuer Common Shares on economically
equivalent terms. The final form of the transaction is subject to
the terms of a definitive agreement to be entered into among the
parties (the "Definitive Agreement").
It is expected that approximately 64,265,387 Resulting Issuer
Common Shares will be issued to the shareholders of Metamaterial as
consideration for 100% of the then issued and outstanding
Metamaterial Shares. Upon completion of the Proposed Transaction,
the security holders of Metamaterial will own approximately 84.6%
of the Resulting Issuer Common Shares, on a fully diluted
basis.
In connection with the closing of the Proposed Transaction, and
subject to receipt of all required approvals, the Company intends
to change its name to "Metamaterial Technologies Inc."
The LOI contemplates that the board of directors of the
Resulting Issuer will consist of six directors nominated by
Metamaterial and one director nominated by Continental. The
executive officers of the Resulting Issuer are anticipated to
include the existing executive officers of Metamaterial.
The current executive officers of Metamaterials are:
George Palikaras, PhD, President & CEO, Founder.
George is the founding President & CEO of Metamaterials.
Under his leadership MTI has completed two acquisitions and has
developed partnerships with industry giants like Airbus, Lufthansa
Technik and Lockheed Martin. Prior to Metamaterials, George founded
Medical Wireless Sensing Ltd. (MediWise) a research and development
medtech company based in London,
UK, which was acquired in 2019. Prior to becoming an
entrepreneur, he worked in industry at Wireless Technology
Laboratories (former Nortel Networks) leading a team of engineers
and managers through contract bidding and technology development
for large telecommunication OEMs in multi-million dollar programs.
He has worked at Queen Mary University in London in wearable and implantable sensors
projects for global medical device companies. As a tech
entrepreneur the award winning start-ups he has lead have developed
strong IP portfolios with over 100 patents and has successfully
raised in excess of $40M in
institutional, angel and non-dilutive capital. George Palikaras
holds 22 issued patents, a BEng. in Computer Engineering, an MSc.
in Digital Communication Systems, he did his PhD studies in
metamaterial science and has received Executive Business education
from Stanford and UCL.
Mayank Mahajan, CFO
Mayank Mahajan is a senior
financial and accounting professional with over ten years of post
qualification experience working in various international markets
including Canada, Europe, India, and the
United States. He has held mid-management positions in
several global financial firms such as Genpact (Axis), S.P. Nagrath
& Co., and Jubilant Bhartiya group (India and USA) and has been the top financial manager at
Metamaterials since July 2018. Mr.
Mahajan holds a Chartered Accountant (CA) designation from
India and a US Certified Public
Accountant (CPA) designation. He also earned a Bachelor of Commerce
from Chaudhury Charan Singh University in India and a Masters of Business Administration
(MBA) from Gonzaga University in
Washington, USA. Mr. Mahajan also
received the General Electric (GE) Management Silver Award from GE
Group.
Themos Kallos, Chief Science
Officer
Themos is the co-founder and Chief Science Officer of
Metamaterials. He is an experienced electrical engineer with
expertise in applied physics, metamaterials, wireless
communications, and electromagnetic simulations. Dr. Kallos leads
the innovation, research, and the team of scientists at
Metamaterials. He has worked toward pioneering commercially viable
metamaterial technologies in solar, optical filters, and LED and
technologies. He holds 22 issued patents, a Ph.D. in Electrical
Engineering from the University of Southern
California, and has over 10 years' experience in applied
physics, engineering, and technical project management.
Gardner Wade, Chief Product
Officer
Gardner is the Chief Product Officer at Metamaterials. He joined
the Metamaterials' Canadian headquarters after spending over two
decades as the Managing Director of Development Engineering in high
definition optical eyewear for global brands in military, flight
and performance sports applications. Recently Mr. Wade led a
3-year optical lens manufacturing development at Intel Corporation
for its augmented reality and wrist worn electronics division. He
holds 9 issued USA patents in
optical lens and frame design along with holographic lens
applications. Mr. Wade received a Bachelor of Science degree from
San Diego State University and has
attended courses at Massachusetts Institute of
Technology, Boston and the
Art Center College of Design,
Pasadena. He has held management positions at Andersen
Consulting, American Film Technologies, Oakley Inc. (subsidiary of
Luxottica Italy) and Intel. Mr. Wade managed military eyewear
and goggle product development for (ESS) Eyewear Safety
Systems. ESS and Oakley Military products are actively used
in the United States Airforce,
Army and Marine forces.
It is expected that Lamda Guard Technologies Ltd., a company
owned by certain founders of Metamaterials, and Innovacorp will own
more than 10% of the Resulting Issuer Common Shares upon completion
of the Transaction.
In connection with the Proposed Transaction, Continental intends
to voluntarily de-list the common shares of Continental from the
facilities of the NEX board of the TSX Venture Exchange
("TSXV") prior to the completion of the Proposed
Transaction. It will be a condition of closing that the
Resulting Issuer obtains a listing of its common shares on the
facilities of the Canadian Securities Exchange ("CSE"). As a
result, it is anticipated that the Proposed Transaction will be
governed by the policies of the CSE.
The Proposed Transaction is an arm's length transaction.
Completion of the Proposed Transaction will be subject to the
execution of the Definitive Agreement, the approval of the listing
of Resulting Issuer Common Shares on the facilities of the CSE, the
approval of the Proposed Transaction by shareholders of
Metamaterial, approval of matters ancillary to the Proposed
Transaction by shareholders of the Company and certain standard
closing conditions, including there being no material adverse
change in the business of Continental or Metamaterial prior to
completion of the Proposed Transaction. Subject to the final
structure of the Proposed Transaction, it is not expected that the
Proposed Transaction itself will be subject to shareholder approval
of the Company. The proposed de-listing of the common shares
of Continental from the facilities of the TSXV is subject to the
approval of a majority of the minority shareholders of
Continental.
Forward-Looking Statements
This release includes forward-looking information within the
meaning of Canadian securities laws regarding Continental and
Metamaterial and their respective businesses, which may include,
but are not limited to, statements with respect to the completion
of the Proposed Transaction, the terms on which the Proposed
Transaction is intended to be completed, the ability to obtain
regulatory and shareholder approvals, the proposed name change and
board composition of the Resulting Issuer, and other factors. 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 each entity, and are based on
assumptions and subject to risks and uncertainties. Although the
management of each entity 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, including completion of the Proposed Transaction (and the
proposed terms upon which the Proposed Transaction is proposed to
be completed), 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 of the Resulting Issuer and
the equity markets generally. Although Continental and Metamaterial
have 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
neither Continental nor Metamaterial undertake any obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events, or otherwise.
Cautionary Statement
Completion of the transaction is subject to a number of
conditions, including, if applicable, TSXV acceptance and, if
applicable pursuant to TSXV requirements, majority of the minority
shareholder approval. Where applicable, the Proposed Transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the Proposed Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or listing statement to be prepared
in connection with the Proposed Transaction, any information
released or received with respect to the Proposed Transaction may
not be accurate or complete and should not be relied upon. Trading
in the securities of Continental should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Proposed Transaction and has neither approved nor
disapproved the contents of this news release. Neither 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.
SOURCE Continental Precious Minerals Inc.