NexOptic reported that Selten has entered into a letter agreement with Railtown Capital Corp., a Capital Pool Company, whereby Railtown will acquire all of Selten’s issued and outstanding securities on a one-for-one basis, which transaction will form Railtown’s qualifying transaction under the policies of the TSX Venture Exchange.
This is in addition to NexOptic’s February 18th, 2022, news release and its December 18th, 2021 and November 29th, 2021 joint news releases along with Selten Metal Corp.
NexOptic is also pleased to announce that it has amended the terms of its mineral property option agreement with Selten with respect to the THOR Heavy and Light Rare Earth Element Project in Nevada.
The amendments state to (i) offer that the initial payment under the Option will be due on or before May 15th, 2022, and (ii) decrease the consideration payable by Selten to NexOptic to exercise its option to obtain the leftover 25% interest in THOR (after its initial acquisition of a 75% interest in THOR) to 5,000,000 general shares of Selten.
The objective of the Amendment was to house Selten’s suggested transaction with Railtown, and as related to the amendment to the consideration for the leftover 25% interest in THOR, is conditional upon the completion of the planned transaction with Railtown.
As per the Option, as modified, for Selten to obtain an initial 75% interest in THOR, Selten should: (a) make a cash payment of $1,100,000 to NexOptic on or before May 15th, 2022; (b) upon the Listing Date, issue to NexOptic such number of common shares in its capital will represent 9.5% of the issued and outstanding Selten shares post issuance.
The next is (c) issue to NexOptic an extra 500,000 shares on the date which is 12 months after the Listing Date; and (d) issue to NexOptic a further extra 500,000 shares on the date which is two years after the Listing Date. If a Listing Date does not happen within 24 months of the date of the Option, the Option will get halted.
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.
The project consists of around 2184 hectares, out of which 1280 were staked by NexOptic in recent times. The THOR Project has been located 120 km from Las Vegas in an active mining region in Southern Nevada, 27 km from what was once the biggest rare-earth element mine in the world (1952), Mountain Pass.
In 2017, Mountain Pass was opened again as the biggest REE mine in the Western Hemisphere, and the only REE mine in North America (MP Materials).
A collaborative Selten Metal Corp or Railtown Capital Corp news release is anticipated to be issued as early as the week of March 21st, 2022, and will hence be posted. Also, extra information on Selten Metal and the THOR Project can be discovered in the same domain.
German for “rare,” the word “Selten” constitutes Selten Metal Corp’s wish to become a first-in-class producer of bulky and light rare earth elements in the United States — as US-sourced rare earth are becoming increasingly crucial to the modern technologies, climate economy and for global geopolitical stability.
Mineralization on any other properties discussed herein is not essentially indicative of THOR Project’s mineralization.