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The implementation of the Arrangement will be subject to, among other things, the approval of at least 66 2/3% of the votes cast by Nanotech securityholders present in person or represented by proxy at the special meeting of Nanotech securityholders, and the receipt of applicable orders from the Supreme Court of British Columbia.

The Transaction is to be carried out by way of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia), pursuant to which META will acquire all the outstanding common shares of Nanotech. The total cash consideration of $1.25 per share (the “Consideration”) represents a premium of 67% to the closing price of $0.75 for Nanotech’s shares on the TSX Venture Exchange on Augand a premium of 101% to the volume weighted average price of the 30 trading days ended August 4, 2021. After careful consideration, the Special Committee and the Company’s Board have both unanimously concluded that the Transaction is fair to Nanotech’s securityholders and is in the best interests of the Company and its employees.” The Transaction is also expected to provide Nanotech with greater access to capital to accelerate its commercialization and growth strategies. Neil McDonnell, Chair of the Company’s Board and Special Committee, commented, “We are pleased to announce this Transaction with META, which offers our securityholders an attractive valuation and significant premium to the recent trading price of the Company’s shares. The Transaction is subject to customary closing conditions, including approval by a special majority of Nanotech securityholdersĭ.The Board has obtained a favourable fairness opinion from Echelon Capital Markets.

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Both a special committee comprised of independent directors of Nanotech (the “Special Committee”) and the full board of directors (the “Board”) unanimously recommend that Nanotech securityholders vote in favour of the Transaction.

The purchase price represents a 101% premium to the 30-day volume weighted price of $0.62 per Nanotech common share.

Nanotech shareholders to receive $1.25 per share in cash, representing an aggregate transaction value of approximately $90.8 million.

Unless otherwise stated, all dollar amounts are expressed in Canadian dollars.

The Company also announces its financial results for the three and nine months ended June 30, 2021. META and Nanotech will host a webcast at 10:00 am EDT today to review the Transaction (details below). (“META ®”)(NASDAQ: MMAT), a developer of high-performance functional materials and nanocomposites, pursuant to which META will indirectly acquire Nanotech for $1.25 per common share in an all-cash transaction (the “Transaction”) valued at approximately $90.8 million on a fully diluted basis. (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 it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Meta Materials Inc. 05, 2021 (GLOBE NEWSWIRE) - Nanotech Security Corp.

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