INCOME TAX CONSIDERATIONS

Material Canadian Federal Income Tax Considerations

The following summary describes the material Canadian federal income tax considerations in respect of an exchange or redemption of exchangeable shares, and the holding and disposition of shares of Meta common stock acquired upon the exchange or redemption of the exchangeable shares, generally applicable to a holder of exchangeable shares who, at all relevant times and for purposes of the Income Tax Act (Canada) and the regulations adopted thereunder (the “Tax Act”) and any applicable income tax treaty is, or is deemed to be, a resident of Canada at all relevant times (a “Resident Holder”) and who, for purposes of the Tax Act: (i) deals at arm’s length with Meta, Exchangeco, and Callco (as defined in the Plan of Arrangement); (ii) is not affiliated with Meta, Exchangeco, or Callco (as defined in the Plan of Arrangement); and (iii) holds exchangeable shares, and will hold the shares of Meta common stock acquired upon the exchange or redemption of such exchangeable shares, as capital property. Exchangeable shares and shares of Meta common stock will generally be considered to be capital property to a holder unless such exchangeable shares or shares of Meta common stock are held by the holder in the course of carrying on a business of buying and selling securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

Certain Resident Holders whose exchangeable shares might not otherwise qualify as capital property may be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their exchangeable shares, and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Where a Resident Holder has made an election with Exchangeco under section 85 of the Tax Act in respect of their shares exchanged for exchangeable shares, any exchangeable share received under the Arrangement will not be a Canadian security to such Resident Holder for this purpose. Resident Holders should consult their own tax advisors for advice as to whether the election is available or advisable in their own particular circumstances.

This summary does not apply to a Resident Holder: (i) with respect to whom Meta is or will be a “foreign affiliate” within the meaning of the Tax Act; (ii) that is a “specified financial institution” for the purposespart to permit holders of the Tax Act; (iii) that is a “financial institution” for the purposes of the mark-to-market rules in the Tax Act; (iv) an interest in which is a “tax shelter investment” for the purposes of the Tax Act; (v) that reports its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency; or (vi) that has entered into or will enter into a “derivative forward agreement”, as defined in the Tax Act, in respect of exchangeable shares. Such holders should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act and the regulations thereunder, and an understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and the regulations thereunder publicly announced in writing by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Tax Amendments”) and assumes that all Proposed Tax Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Tax Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law whether by legislative, regulatory, administrative or judicial action or administrative policy or assessing practice nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.

This summary is of a general nature only and is not, and is not intended to be, and should not be construed to be, legal, business, or tax advice to any particular holder. This summary is not exhaustive of all Canadian federal income tax considerations. Consequently, holders are urged to consult their own tax advisors to determine the particular tax effects to them under Canadian federal, provincial, territorial or local tax laws and under foreign tax laws, having regard to their own particular circumstances.

For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of securities (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars.

Amounts denominated in U.S. dollars must be converted into Canadian dollars, generally based on the Bank of Canada exchange rate on the date such amounts arise.

Redemption, Exchange and Disposition of Exchangeable Shares

A Resident Holder will be considered to have disposed of exchangeable shares:

However, as discussed below, the Canadian federal income tax consequences of the disposition for the Resident Holder will be different depending on whether the event giving rise to the disposition is a redemption or retraction by Exchangeco or an acquisition by Meta or Callco.

A Resident Holder who exercises the right to require the redemption of an exchangeable share by giving a retraction request cannot control whether the exchangeable share will be acquired by Meta or Callco under a call right (acquired by Meta or Callco under the Arrangement) or redeemed by Exchangeco.

Redemption or Retraction of Exchangeable Shares

On a redemption (including a retraction) of an exchangeable share by Exchangeco, the Resident Holder of that exchangeable share will be deemed to have received a dividend equal to the amount, if any, by which the “redemption proceeds” exceed the paid-up capital (for purposes of the Tax Act) of the exchangeable share at the time of redemption. See “Dividends on Exchangeable Shares” below. On the redemption, the Resident Holder of an exchangeable share will also be considered to have disposed of the exchangeable share for proceeds of disposition equal to the “redemption proceeds” less the amount of such deemed dividend. The Resident Holder will, in general, realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the exchangeable shares. For this purpose, the “redemption proceeds” of an exchangeable share will be equal to the sum of (i) the fair market value at the time of the redemption of the shares of Meta common stock received by the Resident Holder, (ii) the amount, if any, of all declared, payable and unpaid cash dividends on the exchangeable share received by the Resident Holder, (iii) the amount, if any, of all dividends declared and payable or paid in respect of each share of Meta common stock which have not, at such time, been declared or paid on the exchangeable share and are received by the holder on the redemption, and (iv) the fair market value at the time of the redemption of any stock or other property constituting any declared, payable and unpaid non-cash dividends on the exchangeable share received by the Resident Holder. For a description of the tax treatment of capital gains and capital losses, see “Taxation of Capital Gains and Capital Losses” below.

Dividends on Exchangeable Shares

In the case of a Resident Holder who is an individual (other than certain trusts), dividends received or deemed to be received on the exchangeable shares will be included in computing the Resident Holder’s income and will be subject to the gross-up and dividend tax credit rules that apply to taxable dividends received from taxable Canadian corporations. Provided that appropriate designations are made by Exchangeco at the time the dividend or deemed dividend is paid, such dividend will be treated as an “eligible dividend” for the purposes of the Tax Act and a Resident Holder who is an individual resident in Canada will be entitled to an enhanced dividend tax credit in respect of such dividend. There are limitations on the ability of a corporation to designate dividends and deemed dividends as eligible dividends.

In the case of a Resident Holder that is a corporation, dividends received or deemed to be received on the exchangeable shares will be required to be included in computing the corporation’s income for the taxation year in which such dividends are received, and such dividends will generally be deductible in computing the corporation’s taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” (as defined in the Tax Act) or any other corporation resident in Canada and controlled or deemed to be controlled by or for the benefit of an individual or a related group of individuals may be liable under Part IV of the Tax Act to pay a refundable tax of 38 1/3% on dividends received or deemed to be received on the exchangeable shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income.

A Resident Holder that, throughout the relevant taxation year, is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay a refundable tax of 10 2/3% on its “aggregate investment income” (as defined in the Tax Act), including any dividends that are not deductible in computing taxable income.

The exchangeable shares will be taxable preferred shares and short-term preferred shares for the purpose of the Tax Act. However, a Resident Holder of exchangeable shares who receives or is deemed to receive dividends on such shares will not be subject to the 10% tax under Part IV.1 of the Tax Act.

Meta intends to take the position that the exchangeable shares are properly characterized as stock of Meta for U.S. federal income tax purposes. If the exchangeable shares are treated as stock of Meta for U.S. federal income tax purposes, any dividends paid by Exchangeco with respect to the exchangeable shares would generally be subject to U.S. non-resident withholding tax. Exchangeco currently intends to withhold U.S. non-resident withholding tax from such dividends paid to a Resident Holder. Any U.S. non-resident withholding tax on such dividends may be eligible to be credited against the Resident Holder’s income tax (where such Resident Holder is entitled to benefits under the Canada – United States Tax Convention (1980)) or deducted from income subject to certain limitations under the Tax Act. Such Resident Holders are urged to consult their own tax advisors having regard to their own particular circumstances.

Exchange of Exchangeable Shares with Meta or Callco

On the exchange of an exchangeable share by the Resident Holder with Meta or Callco for shares of the Meta common stock, the Resident Holder will generally realize a capital gain (or a capital loss) to the extent the proceeds of disposition of the exchangeable share, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the exchangeable share. For these purposes, the proceeds of disposition will be the fair market value of the shares of Meta common stock received upon exchange plus an amount equal to declared and unpaid dividends on the exchangeable share. For a description of the tax treatment of capital gains and capital losses, see “Taxation of Capital Gains and Capital Losses” below. The acquisition by Meta or Callco of an exchangeable share from the Resident Holder thereof will not generally result in a deemed dividend to the Resident Holder.

Disposition of Exchangeable Shares other than on Redemption, Retraction or Exchange

A disposition or deemed disposition of exchangeable shares by a Resident Holder, other than on the redemption, retraction or exchange of the shares, will generally result in a capital gain (or a capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of those exchangeable shares immediately before the disposition. For a description of the tax treatment of capital gains and capital losses, see “Taxation of Capital Gains and Capital Losses” below.

Dividends on Shares of Meta Common Stock

In the case of a Resident Holder who is an individual, dividends received or deemed to be received by the individual on the shares of Meta common stock will be required to be included in computing the individual’s income for the taxation year in which such dividends are received and will not be subject to the gross-up and dividend tax credit rules in the Tax Act.

In the case of a Resident Holder that is a corporation, dividends received or deemed to be received by the corporation on the shares of Meta common stock will be required to be included in computing the corporation’s income for the taxation year in which such dividends are received and generally will not be deductible in computing the corporation’s taxable income.

Any U.S. non-resident withholding tax on such dividends generally should be eligible, subject to certain limitations under the Tax Act, to be credited against the Resident Holder’s income tax or deducted from income.

Acquisition and Disposition of Shares of Meta Common Stock

The cost of shares of Meta common stock received on the retraction, redemption or exchange of an exchangeable share will be equal to the fair market value of such shares of Meta common stock at the time of such event and will generally be averaged with the adjusted cost base of any other shares of Meta common stock held at that time by the Resident Holder as capital property for the purpose of determining the Resident Holder’s adjusted cost base of such shares of Meta common stock.

Generally, on a disposition or deemed disposition of shares of Meta common stock, a Resident Holder will realize a capital gain (or a capital loss) equal to the amount, if any, by which the proceeds of disposition exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder of the shares of Meta common stock immediately before the disposition or deemed disposition and any reasonable costs of disposition. For a description of the tax treatment of capital gains and capital losses, see “Taxation of Capital Gains and Capital Losses” below.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for the year, and one-half of any capital loss (an “allowable capital loss”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the holder in that year (subject to and in accordance with rules contained in the Tax Act). Allowable capital losses for a taxation year in excess of taxable capital gains realized in a taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

A Resident Holder that throughout the relevant taxation year, is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay a refundable tax on its “aggregate investment income” (as defined in the Tax Act), including amounts in respect of net taxable capital gains.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a share may be reduced by the amount of certain dividends previously received (or deemed to be received) by the Resident Holder on such share (or another share where the share has been acquired in exchange for such other share) to the extent and under circumstances prescribed by the Tax Act. Similar rules may apply where a share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Holders to whom these rules may be relevant should consult their own tax advisors.

Foreign Property Information Reporting

In general, a “specified Canadian entity” for a taxation year or fiscal period whose total cost amount of “specified foreign property” (both as defined in the Tax Act) at any time in the year or fiscal period exceeds $100,000, is required to file an information return for the year or period disclosing prescribed information, including the cost amount, any dividends received in the year, and any gains or losses realized in the year in respect of such property.

Exchangeable shares and shares of Meta Common Stock will constitute specified foreign property to a holder. Accordingly, holders of exchangeable shares and shares of Meta common stock should consult their own tax advisors regarding compliance with these rules.

Offshore Investment Fund Property

The Tax Act contains rules which may require a taxpayer to include in income in each taxation year an amount in respect of the holding of an “offshore investment fund property”. These rules could apply to a Resident Holder in respect of a share of Meta common stock or an exchangeable share if two conditions are both satisfied.

The first condition for such rules to apply is that the value of the share of Meta common stock may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in: (i) shares of one or more corporations, (ii) indebtedness or annuities, (iii) interests in one or more corporations, trusts, partnerships, organizations, funds or entities, (iv) commodities, (v) real estate, (vi) Canadian or foreign resource properties, (vii) currency of a country other than Canada, (viii) rights or options to acquire or dispose of any of the foregoing, or (ix) any combination of the foregoing (“Investment Assets”).

The second condition for such rules to apply to a Resident Holder is that it must be reasonable to conclude that one of the main reasons for the Resident Holder acquiring or holding a share of Meta common stock or an exchangeable share was to derive a benefit from portfolio investments in Investment Assets in such a manner that the taxes, if any, on the income, profits and gains from such Investment Assets for any particular year are significantly less than the tax that would have been applicable under Part I of the Tax Act had the income, profits and gains been earned directly by the Resident Holder.

If applicable, these rules would generally require a Resident Holder to include in income for each taxation year in which the Resident Holder owns a share of Meta common stock or an exchangeable share (i) an imputed return for the taxation year computed on a monthly basis and determined by multiplying the Resident Holder’s “designated cost” (as defined in the Tax Act) of such share at the end of the month by 1/12th of the aggregate of the applicable prescribed rate of interest for the period that includes such month and two percent, less the amount of (ii) the Resident Holder’s income for the year (other than a capital gain) from such share determined without reference to these rules. Any amount required to be included in computing a Resident Holder’s income under these provisions will be added to the adjusted cost base to the Resident Holder of its share of Meta common stock or its exchangeable share, as the case may be.

The application of these rules depends, in part, on the reasons for a Resident Holder acquiring or holding shares of Meta common stock or exchangeable shares. Resident Holders are urged to consult their own tax advisors regarding the application and consequences of these rules, in their own particular circumstances.

Eligibility for Investment

Provided that the shares of Meta common stock are listed on a “designated stock exchange” within the meaning of the Tax Act (which includes the NASDAQ) at a particular time, the shares of Meta common stock will be qualified investments under the Tax Act for trusts governed by a registered retirement savings plan

(“RRSP”), a registered retirement income fund (“RRIF”), a registered education savings plan, a deferred profit sharing plan, a registered disability savings plan and a tax-free savings account (“TFSA”), all as defined in the Tax Act.

Notwithstanding that the shares of the Meta common stock may be qualified investments for trusts governed by a TFSA, an RRSP or a RRIF, the holder of a TFSA or the annuitant of an RRSP or RRIF, as the case may be, may be subject to a penalty tax under the Tax Act if such shares are a “prohibited investment” within the meaning of the Tax Act for the particular TFSA, RRSP or RRIF. The shares of Meta common stock will generally not be a prohibited investment for a TFSA, an RRSP or RRIF provided that the holder of the TFSA, or the annuitant of the RRSP or RRIF, as applicable, deals at arm’s length with Meta within the meaning of the Tax Act and does not have a “significant interest” within the meaning of the Tax Act in Meta. Resident Holders should consult their own tax advisors to ensure that the shares of Meta common stock will not be a prohibited investment for a trust governed by a TFSA, RRSP or RRIF in their particular circumstances.

Material U.S. Federal Income Tax Consequences

The following is a summary of certain material U.S. federal income tax considerations generally applicable to Non-U.S. Holders (as defined below) who receive solely shares of Meta common stock in exchange for exchangeable shares (the “Exchange” for purposes of this summary).

The following summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations thereunder, published rulings of the U.S. Internal Revenue Service (“IRS”) and judicial and administrative interpretations thereof, in each case as in effect and available on the date of this prospectus. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. Except as explicitly set forth herein, this summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation or regulations. No legal opinion from U.S. legal counsel or ruling from the IRS has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the Plan of Arrangement, including the exchange of exchangeable shares for Meta common stock. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a Non-U.S. Holders as a result of the Exchange. In addition, this summary does not address U.S. Holders (as defined below) and does not take into account the individual facts and circumstances of any particular Non-U.S. Holder that may affect the U.S. federal income tax consequences applicable to such Non-U.S. Holder, nor does this summary address the U.S. federal income tax considerations of the Exchange to holders that are subject to special provisions under the Code, including the following holders: (a) holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies; (c) holders that are dealers in securities or currencies or holders that are traders in securities that elect to apply a mark-to-market accounting method; (d) holders subject to the alternative minimum tax provisions of the Code; (e) holders that own exchangeable shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) holders that hold exchangeable shares other than as a capital asset within the meaning of Section 1221 of the Code; (g) holders that own or have owned directly, indirectly or constructively, 10% or more of Exchangeco’s voting securities; (h) holders that are controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax; (i) holders that are U.S. expatriates or former long-term residents of the United States; (j) holders that hold, have held, or will hold, directly, indirectly or constructively, more than 5% of the shares of

Meta common stock; (k) certain former citizens or long-term residents of the United States; and (l) holders that are classified for U.S. federal income tax purposes as partnerships and other pass-through entities and investors therein. Exchangeable share holders that are subject to special provisions under the Code, including holders described above, should consult their own tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences relating to the Exchange.

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes owns exchangeable shares, the U.S. federal income tax consequences of the Exchange to such partnership and the partners of such partnership generally will depend upon the activities of the partnership and status of such partners. Holders that are classified as partnerships for U.S. federal income tax purposes, and the partners of such entities, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Exchange.

This summary does not address any U.S. estate, state, local or foreign tax consequences relating to the Exchange or any consequences under the alternative minimum tax provisions of the Code or the tax on net investment income imposed by Section 1411 of the Code. Each Non-U.S. Holder should consult its own tax advisor regarding the U.S. estate, state, local and foreign tax consequences arising from and relating to the Exchange.

For purposes of this summary, a “U.S. Holder” means for U.S. federal income tax purposes, (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S., any state in the U.S. or the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust. This summary does not address the tax consequences of the Exchange to any U.S. Holder.

For purposes of this summary, a “Non-U.S. Holder” is a beneficial owner (for U.S. federal income tax purposes) of exchangeable shares other than a U.S. Holder. The U.S. federal income tax consequences to Non-U.S. Holders depend in significant part on the provisions of the specific treaty, if any, in place from time to time between the United States and the Non-U.S. Holder’s jurisdiction. Non-U.S. Holders are urged to consult a tax advisor who has knowledge of the particular treaty provisions applicable to the Non-U.S. Holder in order to accurately determine the specific tax treatment applicable to them. The following is therefore a very general discussion of such treatment without specific reference to any particular treaty.

U.S. Federal Income Tax Characterization of the Exchangeable Shares

There is no direct authority addressing the characterization and treatment for U.S. federal income tax purposes of instruments with the terms of the exchangeable shares under the facts of the Scheme of Arrangement. Because the exchangeable shares are exchangeable into Meta common stock, have dividend rights based on the dividends paid with respect to Meta common stock, and have the benefit of voting rights similar to the voting rights attributable to Meta common stock, Meta and Exchangeco intend to take the position that the exchangeable shares constitute voting common stock of Meta for U.S. federal income tax purposes.

However, this characterization is not binding on the IRS, and the IRS or the courts could treat the exchangeable shares as stock of Exchangeco for U.S. federal income tax purposes. Neither Meta nor Exchangeco has requested, nor do they intend to request, an opinion from United States legal counsel or a ruling from the IRS regarding the U.S. federal income tax classification of the exchangeable shares.

Tax Consequences to Non-U.S. Holders Arising from the Exchange

Consequences if the Exchangeable Shares Are Treated as Stock of Meta

If the exchangeable shares are treated as stock of Meta for U.S. federal income tax purposes, as discussed above in the discussion titled “U.S. Federal Income Tax Characterization of the Exchangeable Shares,” Non-U.S. Holders will generally not be subject to U.S. federal income tax on the gain (if any) realized in the Exchange.

However, if Meta is or has been a “U.S. real property holding corporation,” or “USRPHC,” for U.S. federal income tax purposes during the shorter of the five-year period preceding the Exchange, or the Non-U.S. Holder’s holding period for the exchangeable shares, a Non-U.S. Holder in the Exchange nonetheless would generally be subject to U.S. federal income tax as described below in “Dispositions of Shares of Meta Common Stock” as a result of Meta constituting a USRPHC, unless the common stock of Meta is regularly traded on an established securities market, under applicable Treasury Regulations, and: (i) the exchangeable shares are regularly traded on an established securities market and such Non-U.S. Holder has never beneficially owned, directly, indirectly, or constructively, more than 5% of the exchangeable shares, (ii) the exchangeable shares are not regularly traded on an established securities market and on the date such Non-U.S. Holder acquired the exchangeable shares such exchangeable shares had a fair market value no greater than 5% of the fair market value of the then outstanding shares of Meta common stock, or (iii) such non-U.S. Holder files a United States federal income tax return that contains a statement meeting the requirements of Temporary Treasury Regulations Section 1.897-5T(d)(1)(iii), in each case determined under applicable Treasury Regulations.

Meta does not believe it is a USRPHC or that it will become one in the future. The provisions of the Code and Treasury Regulations regarding these determinations are complex and subject to differing interpretations. Non-U.S. Holders should consult their tax advisors regarding the application of these rules.

Consequences if the Exchangeable Shares Are Not Treated as Stock of Meta

If the exchangeable shares are not treated as stock of Meta for U.S. federal income tax purposes, as discussed above in the discussion titled “U.S. Federal Income Tax Characterization of the Exchangeable Shares,” the tax consequences of the Exchange to a Non-U.S. Holder generally will be subject to the rules discussed below in the discussion titled “Dispositions of Shares of Meta Common Stock.” In general, a Non-U.S. Holder will not be subject to U.S. federal income tax on the gain (if any) realized in the Exchange unless (i) the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business, or, if required by an applicable treaty, attributable to a permanent establishment maintained by the Non-U.S. Holder, in the United States or (ii) the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met, unless an applicable income tax treaty provides otherwise. Non-U.S. Holders described in (i) and (ii) above should consult the corresponding descriptions contained in the discussion entitled “Dispositions of Shares of Meta Common Stock” for a description of the applicable tax consequences of the Exchange.

In addition, if Meta is or has been a USRPHC, the description under “Consequences if the Exchangeable Shares Are Treated as Stock of Meta” relating to the consequences of USRPHC status would generally apply, except that (iii) in such discussion would not apply.

Tax Consequences to Non-U.S. Holders Arising from the Ownership or Disposition of Shares of Meta Common Stock

Receipt of Distributions on Shares of Meta Common Stock

Distributions, if any, received with respect to the shares of Meta common stock out of Meta’s current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be subject to U.S.

withholding tax at a rate of 30% (or lower applicable treaty rate) unless the Non-U.S. Holder establishes that such dividends are effectively connected with such holder’s U.S. trade or business. A Non-U.S. Holder may be able to claim benefits (if any) under an applicable treaty with respect to such withholding taxes. However, there can be no assurance that treaty benefits will be available and Non-U.S. Holders should consult their tax advisors as to the applicability of treaty benefits in such circumstances. In addition, a Non-U.S. Holder will be taxed in the same manner as a U.S. Holder on dividends received that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business or, if required by an applicable treaty attributable to a permanent establishment by the Non-U.S. Holder, in the United States. A Non-U.S. Holder that is classified as a corporation for U.S. federal income tax purposes may also be subject to an additional branch profits tax at a 30% rate (or lower applicable treaty rate) on dividend income that is effectively connected with a U.S. trade or business. To the extent a distribution exceeds Meta’s current or accumulated earnings and profits, it will first constitute a tax-free return of capital that is applied against and reduces, but not below zero, the adjusted tax basis of a Non-U.S. Holder’s shares of Meta common stock. Any remainder will constitute capital gain from the disposition of Meta common stock, the treatment of which is described below.

Dispositions of Shares of Meta Common Stock

Except as otherwise described below in the discussions of backup withholding and FATCA, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of Meta common stock unless:

Generally, a corporation is a “United States real property holding corporation” if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for United States federal income tax purposes). Meta does not believe that it is a USRPHC, or that it will become a USRPHC in the future, and this discussion assumes this is the case. However, because the determination of whether Meta is a USRPHC depends on the fair market value of Meta’s U.S. real property relative to the fair market value of Meta’s other business assets, there can be no assurance that Meta will not become a USRPHC in the future. Even if Meta becomes a USRPHC, however, as long as Meta’s common stock is regularly traded on an established securities market, such common stock will be treated as U.S. real property interests only if a Non-U.S. Holder actually or constructively hold more than 5% of such regularly traded common stock at any time during the shorter of the five-year period preceding the Non-U.S. Holder’s disposition of, or the Non-U.S. Holder’s holding period for, the Meta common stock. No assurance can be provided that Meta’s common stock will be regularly traded on an established securities market at all times for purposes of the rules described above.

A Non-U.S. Holder described in the first bullet above will generally be requiredsection entitled “Selling Stockholders” to pay tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates (and a corporate Non-U.S. Holder described in the first bullet above also may be subject to the branch profits tax at a 30% rate), unless otherwise

provided by an applicable income tax treaty. A Non-U.S. Holder described in the second bullet above will generally be required to pay a flat 30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, which gain may be offset by U.S. source capital losses for the year (provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses). Non-U.S. Holders should consult your tax advisor with respect to whether any applicable income tax or other treaties may provide for different rules.

Backup Withholding and Information Reporting

Information returns may be filed with the IRS in connection with payments on the shares of Meta common stock or exchangeable shares and the proceeds from a sale or other disposition ofresell such shares. Holders of shares of Meta common stock or exchangeable shares may be subject to U.S. backup withholding tax on these payments if they fail to provide their taxpayer identification numbers to the paying agentWe are not selling any securities under this prospectus and comply with certification procedures or otherwise establish an exemption from backup withholding. The amount ofwe will not receive any backup withholding from a payment will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

Foreign Account Tax Compliance Act Withholding

The Foreign Account Tax Compliance Act and the rules and regulations promulgated thereunder, collectively, FATCA, generally imposes withholding tax at a rate of 30% on dividends on and gross proceeds from the sale or other disposition of Metashares of our common stock paidheld by the selling stockholders. The selling stockholders will receive all of the proceeds from this offering.

The selling stockholders will pay any discounts, commissions, fees of underwriters, selling brokers or dealer managers and expenses incurred by the selling stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholders in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, printing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference from Meta Materials Inc.’sto the Company’s Annual Report on Form 10-K for the year ended December 31, 20202021, have been audited by Briggs & Veselka Co., which was ourKPMG LLP, the Company’s independent registered public accounting firm, for the year ended December 31, 2020, as statedset forth in itstheir report included in suchthereon, and incorporated herein by reference. Such consolidated financial statements and have been soare incorporated herein by reference in reliance upon thesuch report of such firm given upon its authority as experts in accounting and auditing. The financial statements of Metamaterial, Inc. incorporated in this prospectus by reference to our Current Report on Form 8-K/A filed with the SEC on August 17, 2021 have been so incorporated in reliance on the report of KPMG LLP, our independent registered public accounting firm, given on the authority of such firm as experts in auditingaccounting and accounting.auditing.

WHERE YOU CAN FIND MOREADDITIONAL INFORMATION

We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, or Exchange Act. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web sitewebsite at http://www.sec.gov. You may also inspectwww.sec.gov.

We make available, free of charge, through our SECinvestor relations website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, statements of changes in beneficial ownership of securities and amendments to those reports and statements and other information atas soon as reasonably practicable after they are filed with the SEC. The address for our web site atwebsite is http://www.metamaterial.com. We dowww.metamaterial.com. The contents on our website are not intend for information contained in our web site to be part of this prospectus, other than documentsand the reference to our website does not constitute incorporation by reference into this prospectus of the information contained at that site.

This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and our securities. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we fileotherwise filed with the SEC that are incorporatednot intended to be comprehensive and are qualified by reference in this prospectus.to these filings. You should review the complete document to evaluate these statements. You can obtain a copy of the registration statement from the SEC’s website.

terminates, including all such documents we may fileany exhibit thereto, was or is furnished to, rather than filed with the SEC, aftersuch information or exhibit is specifically not incorporated by reference.

Upon written or oral request made to us at the dateaddress or telephone number below, we will, at no cost to the requester, provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the initial registration statement and prior to the effectiveness of the registration statement. We will not, however, incorporateinformation that has been incorporated by reference in this prospectus any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K after the date of this prospectus unless, and except to the extent, specified in such Current Reports.

We will provide you with a copy of any of these filings (other than an exhibit to these filings,a filing, unless thethat exhibit is specifically incorporated by reference into that filing), but not delivered with this prospectus. You may also access this information on our website at https://www.metamaterial.com by viewing the filing requested) at no cost, if you submit a request“Financials & Filings” subsection of the “Investors” menu. No additional information on our website is deemed to usbe part of or incorporated by writing or telephoning us at the followingreference into this prospectus. We have included our website address and telephone number:in this prospectus solely as an inactive textual reference.

Meta Materials Inc.

1 Research Drive

Dartmouth, Nova Scotia B2Y 4M9

(902) 482-5729

the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which thatthe prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.date; and

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the securities offered therein, and the offering requiredof such securities at that time shall be deemed to be filedthe initial bona fide offering thereof.

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SIGNATURE PAGE AND POWER OF ATTORNEY

We the undersigned officersKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and directors of Meta Materials Inc., hereby, severally constitute and appointappoints George Palikaras and Kenneth L, Rice, each of them singly, our true and lawful attorneys with full power to them and each of them singly,acting individually, as his or her true and lawful attorneys-in-fact and agent, with full power of each to signact alone, with full powers of substitution and resubstitution, for ushim or her and in our nameshis or her name, place and stead, in the capacities indicated below, the registration statement on Form S-3 filed herewith and any and all pre-effectivecapacities, to sign any and all amendments to this registration statement (including post-effective amendments to said registration statement and any subsequentrelated registration statement forstatements filed pursuant to Rule 462 and otherwise), and to file the same offering which may be filed under Rule 462(b)with all exhibits thereto, and generally to do all such thingsother documents in our names and on our behalf in our capacities as officers and directors to enable Meta Materials Inc. to complyconnection therewith, with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures as they may be signed by ourthat all said attorneys,attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to said registration statement and any and all amendments thereto or to any subsequent registration statement for the same offering which may be filed under Rule 462(b).done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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EXHIBIT INDEX

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