GREEN VALLEY, Ariz., Sept. 30, 2026 (GLOBE NEWSWIRE) -- NEXT10, Inc. (OTCID: NXTN) Today provided shareholders with additional detail regarding its previously announced strategic transaction with BitFrontier Capital Holdings, Inc. (OTCID: BFCH), outlining a staged strategy designed to establish BFCH as NEXT10's dedicated public platform for health, wellness, longevity, consumer brands, wellness facilities and related technology.

The strategy is straightforward: NEXT10 intends to remain primarily focused on hard-asset-backed businesses, including mining and real estate, while building its health-and-wellness interests through BFCH as a separately traded public company. Under the contemplated transaction, NEXT10 expects initially to acquire a 49% ownership interest in BFCH and one Board seat, then contribute health-and-wellness operating assets into BFCH, with the potential to increase its ownership to approximately 75% and potentially as much as 80%, depending on the agreed value of assets contributed. The first expected operating contribution is NEXT10's wellness center in Tampa, Florida. NEXT10 is also evaluating the acquisition of one and potentially two additional wellness facilities, together with equipment that may support two additional locations.

"The easiest way to explain the strategy is diversification and alignment," said Garrett Reincke, President of Torreon Group Inc./NEXT10. "We believe mining, real estate and health and wellness each have significant potential, but they do not necessarily belong inside the same operating company. BFCH gives us a dedicated platform to build the health-and-wellness vertical while NEXT10 retains a significant economic interest in everything we build there."

Why BFCH?

Management believes BFCH provides NEXT10 with a combination that would be difficult to replicate from the ground up: an established public-company platform, an existing shareholder base, experienced leadership and a corporate strategy already centered on consumer wellness and related opportunities.

BFCH currently has approximately 6,000 shareholders, compared with approximately 504 NEXT10 shareholders, creating the potential for broader market awareness and cross-pollination between the two shareholder communities.

John P. Gorst, BFCH's Chief Executive Officer, brings decades of business and public-company leadership experience, including building and operating companies, developing strategic relationships, navigating capital markets and successfully exiting businesses. His background spans entrepreneurship, corporate development and public-company execution. As Chief Executive Officer, Gorst leads BFCH's operating strategy, acquisition integration, commercialization initiatives and development of its expanding consumer-wellness platform. Dr. Jordan P. Balencic, D.O., BFCH's Chairman and Chief Science Officer, is a physician entrepreneur with experience spanning health and wellness, public-company governance, corporate restructuring and capital markets. His background provides an unusual combination of clinical perspective, entrepreneurial experience and public-market knowledge as BFCH expands across consumer wellness, longevity and related healthcare businesses.

NEXT10 believes Gorst's operating and business-building experience, combined with Balencic's clinical, strategic and public-market background, provides BFCH with a management foundation well suited to the platform the parties intend to build.

Aligned Through Ownership

Torreon Group Inc./NEXT10 is not simply contributing assets to BFCH; it expects to become one of its largest shareholders. The contemplated structure calls for NEXT10 to initially acquire approximately 49% of BFCH, with ownership potentially increasing to approximately 75% to 80% as additional health-and-wellness assets are contributed. This creates direct economic alignment between the companies. As BFCH grows, NEXT10 expects the value of its ownership position to grow with it, giving NEXT10 a direct economic interest in contributing quality operating assets, resources, relationships and strategic support to build BFCH into a larger and more valuable health-and-wellness enterprise. The parties have established $0.0004 per issued and outstanding BFCH common share as the transaction reference value for NEXT10's initial investment. The aggregate transaction value will therefore be based upon BFCH's issued-and-outstanding common shares at the applicable measurement date under the definitive transaction documentation.

John B. Hayden, Chairman & Chief Executive Officer, said, "We think the alliance here is exceptionally important," Additionally, "NEXT10 expects to own a significant percentage of BFCH. We therefore have every economic reason to help build a successful company around that ownership position. We want to contribute quality assets, surround them with strong operators and build something whose value can become increasingly meaningful to both companies."

Building a Diversified Health-and-Wellness Platform

Management intends BFCH / UNLOCKD to develop around three primary categories:

   -- Consumer Wellness Brands, including Ancient Extracts USA and future 
      direct-to-consumer brands; 
 
   -- Wellness Facilities, beginning with NEXT10's Tampa location and 
      additional acquired or newly developed facilities; and 
 
   -- Technology, including development-stage health-and-wellness initiatives 
      such as Project Access. 

Management's current three-to-five-year strategic objectives contemplate approximately five to seven direct-to-consumer brands and aggregate BFCH annual revenue of approximately $65 million to $95 million over a three-to-five-year time frame assuming successful acquisitions, capitalization and operating execution. Management is also evaluating a longer-term wellness-facility strategy that could ultimately include as many as approximately 62 locations over that same period. The objective is to create a diversified platform in which consumer brands, physical wellness operations and technology can complement one another rather than operate as isolated businesses.

Two Companies, Shared Economics

Torreon Group Inc./NEXT10 intends to continue developing its broader portfolio of hard-asset-backed businesses while BFCH / UNLOCKD concentrates on health, wellness, longevity and consumer-facing opportunities. Rather than absorbing BFCH into NEXT10 or eliminating BFCH as an independently traded company, the contemplated strategy is designed to preserve BFCH as a separately traded public company while NEXT10 builds a substantial ownership position in the platform.

Acquire, Build, Monetize Later

NEXT10's immediate objective is straightforward: build BFCH into an independently valuable health-and-wellness enterprise. Because NEXT10 expects to hold a substantial ownership interest in BFCH, increasing BFCH's enterprise value can also increase the value of an asset held by NEXT10. The objective is therefore not simply to complete a transaction or transfer assets between companies. It is to build operating businesses, grow revenue, expand the portfolio and create an increasingly valuable enterprise around those assets. "We are not trying to decide today how we exit something we have not finished building," Reincke said. "Our job first is to create value. NEXT10 expects to be a major owner of BFCH, so building BFCH into a stronger and more valuable company directly serves our own economic interests. We believe we have the assets, management and strategy to build something meaningful here. Build the business first. Create the value. The strategic options come after that."

About Torreon Group Inc./NEXT10, Inc.

NEXT10, Inc. (OTC: NXTN), operating through Torreon Group, Inc. and its affiliated businesses, is a diversified holding company pursuing opportunities across hard-asset-backed businesses and strategic operating platforms. The Company's strategy includes interests in mining, real estate and health and wellness, with an emphasis on acquiring and developing assets capable of generating long-term enterprise value.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of applicable federal securities laws. Forward-looking statements include, without limitation, statements regarding NEXT10's contemplated acquisition of an ownership interest in BFCH; the proposed contribution of health-and-wellness assets to BFCH; NEXT10's potential increase in ownership of BFCH; the preservation of BFCH as a separately traded public company; expected benefits of the contemplated transaction; management's plans to develop BFCH / UNLOCKD as a platform focused on health, wellness, longevity, consumer brands, wellness facilities and related technology;

These forward-looking statements are based on current expectations, estimates, assumptions and beliefs of management as of the date of this release and are subject to substantial risks, uncertainties and factors that could cause actual results, events or outcomes to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the risk that the contemplated transaction with BFCH may not be completed on the anticipated terms, timing or at all; the parties' ability to negotiate, execute and satisfy the conditions of definitive agreements; changes in BFCH's capitalization or issued-and-outstanding shares; valuation, dilution and ownership-percentage considerations; NEXT10's ability to identify, acquire, finance, contribute, integrate and operate health-and-wellness assets; the performance of the Tampa wellness center and any additional wellness facilities; the ability to obtain adequate capital, financing, personnel, vendor relationships, regulatory approvals, licenses, leases, equipment and other resources; the ability to commercialize consumer-wellness brands and technology initiatives; competitive, economic, market, regulatory, healthcare, consumer-demand and operating conditions;