Meta Materials Announces Closing of $50 Million Registered Direct Offering

June 28, 2022 at 16:05 PM EDT

HALIFAX, NS / ACCESSWIRE / June 28, 2022 / Meta Materials Inc. (the "Company" or "META®") (NASDAQ:MMAT), a developer of high-performance functional materials and nanocomposites, today announced the closing of its previously announced registered direct offering of 37,037,039 shares of the Company's common stock at a purchase price of $1.35 per share and warrants to purchase 37,037,039 shares at an exercise price of $1.75 per share for gross proceeds to the Company of approximately $50 million, before deducting placement agent fees and other estimated offering expenses. The warrants will become exercisable six months after the issuance date and expire five and a half years after the initial issuance date.

Roth Capital Partners and A.G.P./Alliance Global Partners acted as co-placement agents for the offering. Cormark Securities Inc. acted as financial advisor to the Company for this transaction.

The Company intends to use approximately $5 million of the proceeds from this offering for development costs associated with oil and gas activities that the Company acquired as part of an arrangement agreement with Torchlight Energy Resources, Inc., including for certain development activities related to the Orogrande Project in Hudspeth County, Texas. The Company intends to use the remainder of the proceeds for working capital and general corporate purposes, including on-going operations and capital equipment.

The securities were offered and sold by the Company pursuant to a prospectus supplement and an accompanying prospectus forming part of a "shelf" registration statement on Form S-3 (Registration No. 333-256632), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission (the "SEC") on June 14, 2021, and a related registration statement on Form S-3 (Registration No. 333-265844) filed on June 27, 2022 pursuant to Rule 462(b), which became effective automatically upon filing. The offering is being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on June 27, 2022 and is available on the SEC's website at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus may be obtained from Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, California 92660, by telephone at (800) 678-9147, or by email at rothecm@roth.com or from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Meta Materials Inc.

META® delivers previously unachievable performance, across a range of applications, by inventing, designing, developing, and manufacturing sustainable, highly functional materials. 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 technology provides anti-counterfeiting security features for government documents and currencies and authentication for brands. Our achievements have been widely recognized, including being named a Lux Research Innovator of the Year in 2021.

Forward Looking Information

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not based on historical fact and include statements regarding the anticipated use of the net proceeds from the offering. These forward-looking statements are based on current assumptions that involve risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties, many of which are beyond our control, include, but are not limited to, risks identified in our Annual Report on Form 10-K/A for the year ended December 31, 2021, filed with the SEC on May 2, 2022, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 10, 2022, and in our subsequent filings with the SEC. These forward-looking statements speak only as of the date hereof and we assume no obligation to update these forward-looking statements, and readers are cautioned not to place undue reliance on such forward-looking statements.