(“
NexOptic”) (TSX VENTURE: NXO) (OTCQB: NXOPF)
(FSE: E3O1) Further to NexOptic’s February 18th 2022 news release
and its December 18, 2021 and November 29, 2021 joint news releases
with Selten Metal Corp (“
Selten” or
“
Selten Metal”), NexOptic reports that Selten has
entered into a letter agreement with Railtown Capital Corp. (TSXV:
RLT.P) (“
Railtown”), a Capital Pool Company,
whereby Railtown will acquire all of the issued and outstanding
securities of Selten on a one for one basis, which transaction will
form Railtown’s qualifying transaction pursuant to the policies of
the TSX Venture Exchange and result in Selten, as reverse takeover
acquiror, becoming listed on the TSX Venture Exchange.
NexOptic is also pleased to announce that it has
further amended (the “Amendment”) the terms of its
mineral property option agreement (the “Option”)
with Selten respecting the THOR Heavy and Light Rare Earth Element
Project, located in Nevada (“THOR” or the
“THOR Project”) to (i) provide that the initial
payment under the Option will be due on or before May 15, 2022 and
(ii) reduce the consideration payable by Selten to NexOptic to
exercise its option to acquire the remaining 25% interest in THOR
(following its initial acquisition of a 75% interest in THOR) to
5,000,000 common shares of Selten.
The purpose of the Amendment was to accommodate
Selten’s proposed transaction with Railtown, and as related to the
amendment to the consideration for the remaining 25% interest in
THOR, is conditional upon the completion of the proposed
transaction with Railtown.
Pursuant to the Option, as amended, in order for
Selten to acquire an initial 75% interest in THOR, Selten must: (a)
make a cash payment of $1,100,000 to NexOptic on or before May 15,
2022; (b) upon the Listing Date, issue to NexOptic such number of
common shares in its capital as will represent 9.5% of the issued
and outstanding Selten shares post issuance; (c) issue to NexOptic
an additional 500,000 shares on the date which is 12 months
following the Listing Date; and (d) issue to NexOptic a further
additional 500,000 shares on the date which is 24 months following
the Listing Date. If a Listing Date does not occur within 24 months
of the date of the Option, the Option will terminate.
THOR is subject to a 2% net smelter returns
royalty held by a private entity, of which each 1% may be purchased
by NexOptic at any time for $500,000, such that the entire royalty
may be acquired for $1,000,000.
Consisting of approximately 2184 hectares, 1280
of which were recently staked by NexOptic, the THOR Project is
situated 120km from Las Vegas in an active mining region in
Southern Nevada, 27km from what was once the largest rare-earth
element (“REE”) mine in the world (1952), Mountain Pass. In 2017
Mountain Pass reopened as the largest REE mine in the Western
Hemisphere, and the only REE mine in North America (MP
Materials).
A joint Selten Metal Corp / Railtown Capital
Corp news release is expected to be issued as early as the week of
March 21st and will thereafter be posted
on www.seltenmetal.com Additional information on Selten Metal
and the THOR Project can also be found on the same domain.
German for “rare,” the word “Selten” represents Selten Metal
Corp’s desire to become a leading producer of heavy and light rare
earth elements in the United States—as US sourced rare earths are
becoming increasingly critical to the climate economy, modern
technologies and for global geopolitical stability.
Mineralization on any other properties referred to herein is not
necessarily indicative of mineralization on the THOR Project.
What You Need to Know About NexOptic
NexOptic is an innovative imaging AI company
headquartered in Vancouver, Canada with operations in Seoul, South
Korea, offering world-leading patented and patent pending AI
solutions for imaging known as ALIIS™ (All Light Intelligent
Imaging Solutions). NexOptic simultaneously influences the imaging
and AI industries and is a Preferred Partner in the NVIDIA Partner
Network, a member of the Arm® AI Partner Program, and a member of
the Qualcomm® Platform Solutions Ecosystem. For more information,
visit www.nexoptic.com
Forward-Looking Statements
This news release contains forward-looking
statements and forward-looking information (together,
“forward-looking statements”) within the meaning of applicable
securities laws. All statements, other than statements of
historical facts, are forward-looking statements. Generally,
forward-looking statements can be identified by the use of
terminology such as “plans,” “expects,” “estimates,” “intends,”
“anticipates,” “believes” or variations of such words, or
statements that certain actions, events or results “may,” “could,”
“would,” “might,” “will be taken,” “occur,” or “be achieved.”
Forward-looking statements in this news release include, without
limitation, statements respecting the Agreement. Selten’s proposed
transaction with Railtown and the timing of the Listing Date,
expectations regarding demand for REE, and the plans regarding
exploration on the THOR Project. Forward-looking statements involve
risks, uncertainties and other factors disclosed under the heading
“Risk Factors” and elsewhere in NexOptic’s filings with Canadian
securities regulators, that could cause actual results,
performance, prospects and opportunities to differ materially from
those expressed or implied by such forward-looking statements.
Although NexOptic believes that the assumptions and factors used in
preparing these forward-looking statements are reasonable based
upon the information currently available to management as of the
date hereof, actual results and developments may differ materially
from those contemplated by these statements. Readers are therefore
cautioned not to place undue reliance on these statements, which
only apply as of the date of this news release, and no assurance
can be given that such events will occur in the disclosed times
frames or at all. Except where required by applicable law, the
Company disclaims any intention or obligation to update or revise
any forward-looking statement, whether because of new information,
future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
For further information please contact:
NexOptic
Tel: +1 (604) 669-7330 x 202
Email: look@nexoptic.com
Selten Metal Corp
Email: invest@seltenmetal.com
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