Roadrunner71 wrote: VANCOUVER, British Columbia, March 18, 2022 (GLOBE NEWSWIRE) -- (“ NexOptic ”) (TSX VENTURE: NXO) (OTCQB: NXOPF) (FSE: E3O1) Further to NexOptic’s February 18 th 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).