Meta Materials Inc. Board of Directors Approves Planned Completion of the Spin-Off of Next Bridge Hydrocarbons Inc

HALIFAX, NS / ACCESSWIRE / November 23, 2022 / Meta Materials Inc. (the "Company" or "META®") (NASDAQ:MMAT, FSE:MMAT), a developer of high-performance functional materials and nanocomposites, today announced that its board of directors has approved the distribution to the holders of META's Series A Non-Voting Preferred Stock ("Series A Preferred Stock" which is currently traded over-the-counter, or OTC, under the symbol MMTLP) of 100% of the common stock of META's wholly owned subsidiary, Next Bridge Hydrocarbons, Inc. ("Next Bridge") in accordance with the Distribution Agreement between META and Next Bridge. Upon completion of the distribution, Next Bridge will be an independent public reporting company, but the Next Bridge common stock is not and will not be publicly traded and will not be eligible for electronic transfer through the Depository Trust Company book-entry system or any other established clearing corporation.

Subject to certain conditions, including, among others, completion of all necessary actions and filings with regard to applicable state securities or "blue sky" laws and final FINRA approval, for which there can be no assurances that such approval will be given, each holder of Series A Preferred Stock as of 4 p.m. ET on December 12, 2022, (the record date for the distribution), will be entitled to receive one share of Next Bridge common stock for every one share of Series A Preferred Stock held as of the record date. The shares of Next Bridge common stock will be distributed on December 14, 2022 after the close of the trading markets, at which time (i) all of the shares of Series A Preferred Stock will be automatically cancelled, (ii) the holders of such Series A Preferred Stock will cease to have any rights with respect to such shares and (iii) the shares of Series A Preferred Stock, MMTLP, will no longer be tradable on the OTC market.

Holders of Series A Preferred Stock are not required to take any action in connection with the distribution and are not required to make payment or surrender/exchange their shares of Series A Preferred Stock in order to receive shares of Next Bridge common stock. The shares of Next Bridge common stock will be issued to the accounts of each holder of Series A Preferred Stock as follows:

• Registered stockholders. If the shares of Series A Preferred Stock are owned directly through META's transfer agent, American Stock Transfer & Trust Company LLC ("AST"), such holder is a registered stockholder. In this case, the distribution agent, which is also AST, will credit the whole number of shares of Next Bridge common stock to be received in the distribution by such record stockholder by directly registering such shares in book-entry form in a new AST account in the name of such record stockholder. Registration in book-entry form refers to a method of recording share ownership where no physical stock certificates are issued to stockholders, as is the case in the distribution. Registered stockholders will be able to access information regarding their book-entry account holding Next Bridge common stock at the transfer agent. Commencing on or shortly after the distribution date, the transfer agent will mail an account statement to each registered stockholder that indicates the number of whole shares of Next Bridge common stock that have been registered in book-entry form in their name.
• "Street name" or beneficial stockholders. Most META stockholders own their shares of Series A Preferred Stock beneficially through a bank, broker or other nominee. In these cases, the bank, broker or other nominee holds the shares in "street name" and records such ownership on its books. If a holder owns shares of the Series A Preferred Stock through a bank, broker or other nominee, the bank, broker or other nominee will credit the holder's account with the whole shares of Next Bridge common stock received in the distribution on or shortly after the distribution date; however, shares of Next Bridge common stock will not be eligible for electronic trading through DTC or any other established clearing corporation. Therefore, META encourages these holders to contact their bank, broker or other nominee to instruct such bank, broker or other nominee to transfer the shares of Series A Preferred Stock to META's transfer agent on or prior to the record date such that each such holder of Series A Preferred Stock is then the registered holder of the distributed shares of Next Bridge common stock in book-entry form in a new account with META's transfer agent.

Holders of Series A Preferred Stock who sell their shares on or before the record date will not be entitled to receive the shares of Next Bridge common stock in the distribution in respect of such shares of Series A Preferred Stock sold. Holders of Series A Preferred Stock who sell their shares after the record date but before the distribution date will be required to transfer the shares of Next Bridge common stock received in the distribution to the subsequent purchaser of Series A Preferred Stock.