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Metamaterial Exchangeco Inc.'s Parent Company Announces Distribution of Series C Preferred Stock


TORONTO, ON / January 23, 2024 / Metamaterial Exchangeco Inc. (the “Company” or “MMAX”) (CSE:MMAX), announces that its parent company, Meta Materials Inc. (META), will be making a distribution of Series C Preferred Stock. META’s Board of Directors declared a distribution of one share of newly designated Series C Preferred Stock, par value $0.001 per share, for each outstanding share of META’s common stock and each voting right represented by META’s Series B Preferred Stock held of record as of 5:00 p.m. Eastern Time on February 2, 2024. The shares of Series C Preferred Stock will be distributed to such recipients at 5:30 p.m. Eastern Time on February 2, 2024. The outstanding shares of Series C Preferred Stock will vote together with the outstanding shares of the Company’s Exchangeable Shares, as a single class, exclusively with respect to a proposal to increase META’s authorized shares as well as any proposal to adjourn any meeting of stockholders called for the purpose of voting on the increase in authorized shares, and will not be entitled to vote on any other matter, except to the extent required under the Nevada law. Subject to certain limitations, each outstanding share of Series C Preferred Stock will have 1,000 votes per share. Accordingly, the distribution of Series C Preferred Stock will be made to TSX Trust Company, the trustee under the Voting and Exchange Trust Agreement relating to the Company’s Exchangeable Shares and the sole holder of META’s Series B Preferred Stock, such that a holder of Exchangeable Shares will be able to exercise (through the Trustee) the voting rights attached to a number of shares of Series C Preferred Stock by exercising the voting rights attached to an equivalent number of Exchangeable Shares.

All shares of Series C Preferred Stock that are not present in person or by proxy at the meeting of stockholders held to vote on the increase in authorized shares as of immediately prior to the opening of the polls at such meeting will automatically be redeemed by META. Any outstanding shares of Series C Preferred Stock that have not been so redeemed will be redeemed if such redemption is ordered by META’s Board of Directors or automatically upon the approval by META’s stockholders of an amendment to META’s articles of incorporation effecting the increase of authorized shares at such meeting.

Further details regarding the Series C Preferred Stock will be contained in a Current Report on Form 8-K to be filed by META with the Securities and Exchange Commission. In addition, META also intends to file a notice of special meeting of the Company’s and META’s stockholders and a preliminary proxy statement to consider the approval of an increase in META’s authorized shares as described herein, if necessary.

About Metamaterials Exchangeco Inc.

Metamaterials Exchangeco Inc. is a wholly owned subsidiary of Meta Materials Inc. (META). META is an advanced materials and nanotechnology company. We develop new products and technologies using innovative sustainable science. Advanced materials can improve everyday products that surround us, making them smarter and more sustainable. META® technology platforms enable global brands to develop new products to improve performance for customers in aerospace and defense, consumer electronics, 5G communications, batteries, authentication, automotive and clean energy. Learn more at www.metamaterial.com.

Media and Investor Inquiries
Rob Stone
Vice President, Corporate Development and Communications
Meta Materials Inc.

Forward Looking Information

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. Forward looking statements in this news release include, but are not limited to, the timing for distribution of the Series C Preferred Stock. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions about the operations, financial condition and future performance of META’s business as a whole. Although the Company considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statement. Although the Company’s management believes that the expectations reflected in forward looking statements are reasonable, the Company can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

SOURCE: Metamaterial Exchangeco Inc.