Nanotech Security Corp. Announces Securityholder Approval of Arrangement with Meta Materials Inc.

 

VANCOUVER, British Columbia – September 28, 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, at its special meeting (the “Meeting”) of securityholders of Nanotech (the “Nanotech Securityholders”), Nanotech Securityholders approved 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 in exchange for each Common Share held, which was previously announced on August 5, 2021.

The Arrangement required approval by not less than (i) 66 2/3% of the votes cast by the holders of Common Shares (the “Nanotech Shareholders”); (ii) 66 2/3% of the votes cast by the Nanotech Shareholders, and by the holders of Nanotech options and Nanotech restricted share units on an as-converted to Common Shares basis, all voting together as a single class; and (iii) 50% of the votes cast by the Nanotech Shareholders, excluding the votes attaching to any Common Shares held by interested parties required to be excluded pursuant to applicable securities laws, present virtually or represented by proxy and entitled to vote at the Meeting.

The required shareholder approval thresholds were met, with the Arrangement being approved by (i) 98.4% of the votes cast by Nanotech Shareholders present virtually or represented by proxy at the Meeting; (ii) 98.6% of the votes cast by Nanotech Securityholders (on an “as-converted basis”) voting as a single class present virtually or represented by proxy at the Meeting; and (iii) 96.4% of the majority of the minority of Nanotech Shareholders present virtually or represented by proxy at the Meeting. Approximately 72.2% of the Common Shares were represented virtually or by proxy at the Meeting.

Nanotech intends to seek a final order of the British Columbia Supreme Court to approve the Arrangement at a hearing expected to be held on September 29, 2021. Assuming timely receipt of court approval and the satisfaction of all other closing conditions, closing of the Arrangement is expected to occur on or about October 5, 2021.

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.

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.