Selten Metal enters into RTO Agreement with a Capital Pool Company® – NexOptic Technology Corp and Selten Amend their Agreement on NexOptic’s THOR Heavy & Light Rare Earth Element Project, Nevada

Rhea-AI Summary

NexOptic reports that Selten Metal has signed a letter agreement with Railtown Capital for a one-for-one acquisition of Selten's securities, facilitating its listing on the TSX Venture Exchange. To accommodate this transaction, NexOptic has amended its mineral property option agreement with Selten regarding the THOR Rare Earth Element Project in Nevada. The amendment reduces the consideration for NexOptic's remaining interest in THOR to 5,000,000 common shares of Selten. The THOR Project spans 2184 hectares, located near significant REE mining sites.

Positive

• NexOptic amended its agreement with Selten to reduce the consideration for acquiring a 25% interest in the THOR Project to 5,000,000 shares.
• The THOR Project is strategically located near the largest REE mine in North America, which may enhance its value.

Negative

• The amendment of the agreement is conditional upon Selten completing the acquisition by Railtown, introducing uncertainty.
• If the listing date does not occur within 24 months, the option for NexOptic could terminate, presenting a risk to its investment.

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).

A joint Selten Metal Corp / Railtown Capital Corp news release is expected to be issued as early as the week of March 21^st 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

FAQ

What is the recent agreement between NexOptic and Selten Metal related to NXOPF?

NexOptic has amended its agreement with Selten Metal, allowing Selten to acquire a 75% interest in the THOR Project and reducing the consideration for the remaining 25% interest.

What does the amendment in the NexOptic and Selten Metal agreement signify for NXOPF investors?

The amendment indicates a strategic adjustment to facilitate Selten's listing and could affect the potential value of NexOptic's interest in the THOR Project.

What are the conditions of the NexOptic agreement regarding the THOR Project?

Selten must make a cash payment of $1,100,000 and issue shares to NexOptic upon listing, along with additional share issuances in the following years.

How will the proposed transaction of Selten Metal with Railtown affect NXOPF?

The successful completion of Selten's transaction with Railtown is crucial for the future of NexOptic's interest in the THOR Project.

Where is the THOR Rare Earth Element Project located?

The THOR Project is located in Nevada, approximately 120km from Las Vegas, in an active mining region.