Nanotech Security Corp. Obtains Final Order for Arrangement with Meta Materials Inc.; Renews Government Agreement

 

VANCOUVER, British Columbia – October 1, 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, is pleased to announce that it has been granted the final court order from the British Columbia Supreme Court approving the plan of arrangement (the “Arrangement”) with Meta Materials Inc. (“META”), pursuant to which, among other things, META will indirectly acquire all of the issued and outstanding common shares in the authorized share structure of Nanotech (the “Common Shares”) for $1.25 in cash (the “Consideration”) in exchange for each Common Share, which was previously announced on August 5, 2021. Receipt of the final order follows approval of the Arrangement by securityholders of Nanotech (the “Securityholders”) at its special meeting of Securityholders held on September 28, 2021.

Assuming the satisfaction of all conditions, closing of the Arrangement is expected to occur on or about October 5, 2021. Upon the closing of the Arrangement, Securityholders will be entitled to receive the Consideration in exchange for each Common Share held. Registered holders of Common Shares can submit their share certificates along with a duly completed letter of transmittal in order to receive the Consideration under the Arrangement.  Further information about the Arrangement is available in the management information circular dated August 25, 2021 and related proxy materials, which are available on SEDAR under Nanotech’s issuer profile.

Nanotech is well positioned for continued growth following the closing of the Arrangement.  The Company has recently renewed its frame agreement (the “Frame Agreement”) to continue its development of a unique security feature for its confidential government customer (the “Confidential Customer”). The Frame Agreement has a maximum value of Cdn. $52.7 million over a period of not more than five years.  Under the Agreement, Nanotech expects to submit annual fixed contract proposals which the Confidential Customer can elect to award purchase orders for.  For fiscal 2022, the Confidential Customer has awarded purchase orders totaling over Cdn. $8.9 million.

FORWARD-LOOKING STATEMENTS

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.

About Nanotech

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

Nanotech Security Corp.
Kelley Ryshak
info@nanosecurity.ca
+1.604.678.5775

Canada Investor Relations:
Sean Peasgood
sean@SophicCapital.com
+1.647.699.9845

US Investor Relations:
Matthew Selinger
mselinger@firmirgroup.com
+1.415.572.8152

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.