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 “expects”,
“expected”, “anticipates”, “believes”, “prospects”, “efforts”,
“intends”, “estimates”, “predicts”, “potential”, “targeted”,
“plans”, “possible” 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 timing of the final
order hearing and the closing of the Arrangement.
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 court approval in
connection with the Arrangement; uncertainties relating to the loss
of a key customer, 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 foils for
currency authentication and brand protection.
KolourOptik® is a patented visual
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 optical 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 visual 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.: |
US Investor
Relations: |
Canada Investor
Relations: |
Kelley Ryshak |
Matthew Selinger |
Sean Peasgood |
info@nanosecurity.ca |
mselinger@firmirgroup.com |
sean@SophicCapital.com |
+1.604.678.5775 |
+1.415.572.8152 |
+1.647.699.9845 |
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.
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