Nanotech Announces Change in Date for Final Court Hearing to Approve Proposed Arrangement with Meta Materials Inc.
VANCOUVER, British Columbia – September 23, 2021 – 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 a change in the date for the hearing (the “Hearing”) of the final order by the Supreme Court of British Columbia (the “Court”) to approve the previously announced transaction pursuant to which Meta Materials Inc. (“META“) will indirectly acquire all of the issued and outstanding common shares of the Company by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement“).
The date of the Hearing is changed from September 30, 2021 to Wednesday, September 29, 2021 at 9:45 a.m. This change is being made to accommodate the closure of the Court on September 30, 2021 in observance of the new federal National Day of Truth and Reconciliation. The Company obtained an order from the Court to change the date on September 20, 2021.
Any Nanotech securityholder (a “Securityholder”) may appear at the Hearing, provided they file with the Court and deliver to the solicitors for Nanotech by 9:00 a.m. (Vancouver time) on September 29, 2021 a response to the Company’s petition, in the form prescribed by the Supreme Court Civil Rules, setting out their address for service and all evidence they intend to present to the Court. Further details regarding the Hearing are set out in the Company’s information circular, dated August 25, 2021, which has been mailed to Securityholders and is also available on the Company’s website at https://www.nanosecurity.ca/shareholder-meeting-materials/ and under the Company’s profile on SEDAR at www.sedar.com.
The board of directors of the Company (the “Board”) has determined that the Arrangement is in the best interests of the Company and fair to shareholders, and unanimously recommends that Securityholders vote in favour of the Arrangement at the upcoming the special meeting of Securityholders to be held virtually on Tuesday, September 28, 2021 at 11:00 a.m. (Vancouver time) (the “Meeting”).
All Securityholders are encouraged to vote in advance of the Meeting via proxy or voting instruction form before the deadline of 11:00 a.m. (Vancouver time) on Friday, September 24, 2021.
Subject to receipt of all Court and Securityholder approvals, the satisfaction of customary conditions precedent in transactions of this nature and the satisfaction of certain other specified conditions set out in the arrangement agreement dated August 4, 2021 between the Company, META and 1315115 BC Inc. (the “Arrangement Agreement”), the Arrangement is expected to be completed in the first week of October 2021 shortly following the Meeting and the granting of the final order by the Court.
Securityholder Questions and Assistance
Securityholders that have any questions or require assistance with voting or delivery of their form of proxy or voting instruction form in connection with the Meeting should contact Nanotech’s proxy solicitation agent, D.F. King Canada by telephone at 1-800-332-6309 (North American Toll-Free Number) or 1-800-217-0538 (Outside North America Toll- Free Number), or by email at email@example.com.
Certain of the statements and information in this news release constitute “forward-looking information” within the meaning of applicable Canadian provincial securities laws. All statements, other than statements of historical fact, are forward-looking information. Forward-looking information is frequently, but not always, identified by words such as “subject to”, “expected” and similar expressions, or statements that events, conditions, or results “will”, “may”, “could” or “should” occur or be achieved. Forward-looking information in this news release relates to, among other things, the anticipated timing for the Meeting, statements in respect of anticipated developments in the Arrangement, the Company’s ability to meet all conditions precedent set forth in the Arrangement Agreement prior to the outside date set forth therein, the Company’s ability to secure the required Court approvals in connection with the Arrangement, the approval of the Arrangement by Securityholders at the Meeting, the anticipated timing of closing of the Arrangement, the adequacy of META’s financial resources, and other events or conditions that may occur in the future.
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 Arrangement, including the failure to obtain Securityholder or Court approvals in connection with the Arrangement; as well as risks relating to the COVID-19 pandemic.
The forward-looking information contained in this news release is based on the beliefs, expectations, and opinions of management on the date the statements are made. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. These forward-looking statements are made as of the date of this news release and the Company does not intend, nor does it assume any obligation to update or revise them , whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by applicable law.
Additional information about Nanotech and the risks facing its business can be found on the Company’s website www.nanosecurity.ca 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 or the OTCMarkets disclosure filings website www.otcmarkets.com.
With billions of security features in circulation, Nanotech’s products include secure and memorable security labels, stripes, patches, and colour-shifting films for currency authentication and brand protection.
KolourOptik® is a patented 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 visual 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 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
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