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Meta Materials Inc. The Board of Directors has approved the completion of the spin-off of Next Bridge Hydrocarbons Inc.

Meta Materials Inc. The Board of Directors has approved the completion of the spin-off of Next Bridge Hydrocarbons Inc.

HALIFAX, NS / ACCESWIRE / November 23, 2022 / Meta Materials Inc. (“The 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 stockholders. META’s Non-Voting Preferred Stock (“Series A currently trading on the stock exchange, or OTC, under the symbol MMTLP) of 100% of the common stock of Next Bridge Hydrocarbons, a wholly owned subsidiary of META. , Inc. (“Next Bridge”) pursuant to the Distribution Agreement between META and Next Bridge. Upon completion of the spin-off, Next Bridge will be an independent public reporting company, but Next Bridge common stock is not and will not be publicly traded and will not be eligible for electronic transfers through the Depository Trust Company book-entry system or otherwise. compensation corporation created.

Subject to certain conditions, including compliance with applicable state securities or “blue sky” laws and the completion of all necessary actions and filings with respect to FINRA’s final approval, for which there can be no assurance that such approval will be granted, each holder. After 4:00 p.m. on December 12, 2022 (the record date for the distribution), he will be entitled to receive one share of Series A Preferred Stock for each share of Series A Preferred Stock. registration date The shares of Next Bridge common stock will be distributed after the close of trading on December 14, 2022, at which time (i) all shares of Series A Preferred Stock will be automatically canceled, (ii) the holders thereof. The Series A Preferred Stock will cease to have rights with respect to such shares and (iii) the shares of Series A Preferred Stock, 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 make any payment or surrender/exchange their shares of Series A Preferred Stock for shares of Next Bridge common stock. Shares of Next Bridge common stock will be issued to the accounts of each holder of Series A Preferred Stock as follows:

  • Registered shareholders. If shares of Series A Preferred Stock are held directly through META’s transfer agent, American Stock Transfer & Trust Company LLC (“AST”), such holder is a stockholder of record. In such event, the distribution agent, which is also AST, will credit such stockholder of record with the full number of shares of Next Bridge common stock to be received in the distribution by directly registering such shares in a new AST account. in the name of that shareholder register. Book-entry registration refers to a method of recording share ownership where shareholders are not given a physical share certificate, as is the case in a distribution. Stockholders of record will be able to obtain information about the book entry account holding Next Bridge common stock from the transfer agent. On or shortly after the distribution date, the transfer agent will deliver to each stockholder of record an account statement showing the total number of shares of Next Bridge common stock registered in its name.
  • “Street name” or beneficial shareholders. The majority of META stockholders own shares of Series A Preferred Stock through a bank, broker or other nominee. In such cases, the bank, broker or other nominee holds the stock in “street name” and records this ownership on its books. If the holder owns shares of Series A Preferred Stock through a bank, broker or other nominee, the bank, broker or other nominee will credit the holder’s account on or shortly thereafter with the entire number of shares of Next Bridge common stock received in the distribution. distribution date; however, shares of Next Bridge common stock will not be eligible for electronic trading through DTC or any other established clearing corporation. Accordingly, META encourages holders to contact their bank, broker or other nominee to instruct such bank, broker or other nominee to transfer their shares of Series A Preferred Stock to META’s transfer agent on or before the record date so that each holder. The Series A Preferred Stock is then the registered holder of the distributed shares of Next Bridge common stock in book-entry form in a new account with META’s transfer agent.

Holders of Series A Preferred Stock who sell their shares on or before the record date will not be entitled to receive shares of Next Bridge common stock in the distribution with respect to such sold Series A Preferred Stock. Holders of Series A Preferred Stock who sell shares after the record date but before the distribution date will be required to transfer the shares of Next Bridge common stock received in the distribution to the subsequent purchaser of the Series A preferred stock.

A registration statement on Form S-1 regarding the shares subject to the distribution has been filed with the Securities and Exchange Commission and became effective on November 18, 2022. The registration statement and subsequent documents (including the final prospectus) will be available. free at the SEC’s website at http://www.sec.gov. Holders of Series A Preferred Stock are urged to consult their own tax advisors regarding the U.S., state and local or foreign tax consequences of distributions of Next Bridge common stock. For more information regarding the distribution, tax implications and the manner in which holders of Series A Preferred Stock may receive shares of Next Bridge common stock, see the registration statement and the following documents (including the final prospectus) filed together. SEC relating to the registration document.

This press release will not constitute the solicitation of an offer to sell or an offer to buy, or the sale of such securities, in any state or jurisdiction where the offer, solicitation or sale would be unlawful prior to registration or qualification. the securities laws of any state or jurisdiction.

Consultants

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 Meta Materials Inc

META® delivers previously unattainable performance in a variety of applications by inventing, designing, developing and manufacturing durable, high performance and functional materials. Our broad technology platform enables leading global brands to deliver innovative products to customers in consumer electronics, 5G communications, health and wellness, aerospace, automotive and clean energy. Our nano-optical metamaterial technology provides anti-counterfeiting security features for authentication of government documents and currency and brands. Our achievements have been widely recognized, including being named a Lux Research Innovator in 2021. Learn more here: www.metamaterial.com.

Warning statements

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 FINRA’s final approval of the spin-off transaction, the benefits of the spin-off transaction to both META® or Next Bridge and other facts and statements that are not historical facts and are subject to significant risks and uncertainties. There can be no assurance that the proposed transaction or other future events will occur as anticipated, or that actual results will be as expected. Actual future events or results may differ materially from these statements. These differences may be due to a number of factors, including but not limited to: the timing and completion of the proposed transaction; failure to obtain necessary regulatory approvals; failure to obtain a guarantee of the intended tax treatment; or harm META’s business or prospects® or The Next Bridge.

META® Media Consultations

Rob Stone
Vice President of Corporate Development and Communications
Meta Materials Inc.
[email protected]

META® Investor Relations

Mark Komonoski
Senior Vice President
Comprehensive Communications
Phone: 1-877-255-8483
Email: [email protected]rial.com

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