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

VANCOUVER, British Columbia, Sept. 28, 2021 (GLOBE NEWSWIRE) -- 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.