Blackbox Stockholders to Retain Approximately 7.3% of the Combined Company’s Common Shares Post Merger based on REalloys’ Initial Valuation of $400 million
REalloys is Poised to be a Fully Integrated Mine-to-Magnet Producer for North America
REalloys’ America First Initiative Focused on Providing Critical Rare Earth Magnets and Alloys for US National Defense Stockpiles
DALLAS, March 10, 2025 (GLOBE NEWSWIRE) — Blackboxstocks Inc. (NASDAQ:BLBX), (“Blackbox” or the “Company”), a financial technology and social media hybrid platform offering real-time proprietary analytics for stock and options traders, today announced it has entered into a definitive merger agreement to acquire REalloys Inc. (“REalloys”), an integrated company focused on the development and production of rare earth elements (the “Merger”). The Merger is expected to position REalloys to become one of North America’s fully integrated leaders in rare earth high-performance magnet production, securing what REalloys’ management believes to be critical supply chains for U.S. national defense, advanced technologies and infrastructure.
Anchored by the Hoidas Lake Rare Earth Deposit in Saskatchewan—one of the world’s richest high-grade sources, rich in neodymium, praseodymium, dysprosium, and terbium—REalloys’ management anticipates its operation will become a cornerstone of the U.S. protected market supply chain. The Company believes that the Merger is a transformative leap towards a fully integrated, mine-to-magnet supply chain in North America. REalloys is committed to its “America First” principle, leveraging cutting-edge efficiency to provide a reliable, scalable supply of rare earth materials amid global uncertainty, with the aim reducing U.S. dependence on foreign suppliers.
David Argyle, Chief Executive Officer of REalloys, commented: “REalloys plans to deliver mission-critical magnets to U.S. National Defense Stockpiles and key industries on an accelerated timeline. The United States is reclaiming its dominance in the rare earth and critical minerals arena, and we believe REalloys is well-positioned to be at the forefront of this pivotal shift. We believe this partnership with Blackbox marks an important moment for America’s rare earth production independence.”
Gust Kepler, Chief Executive Officer of the Company, added: “We are excited about this transaction with REalloys. Not only do we expect the Merger to deliver significant value for our stockholders, but we also appreciate the opportunity to be involved with helping secure a supply chain that reduces our country’s dependence on foreign suppliers for materials that are critical to our national defense. We are honored to drive this transformation, fortifying North America’s leadership in rare earth production and safeguarding our nation’s future.”
Transaction Details
- Upon closing of the Merger, it is anticipated Blackbox’s and REalloys’ stockholders will own approximately 7.3% and 92.7%, respectively, of the combined company’s shares of common stock expected to be outstanding upon closing of the Merger, based on REalloys’ initial valuation of $400 million.
- Blackbox’s stockholders of record prior to closing will receive Contingent Value Rights (CVRs) entitling them to certain net proceeds from the potential sale of Blackbox’s current fintech operations within 24 months post-Merger.
- Post-closing, David Argyle is expected to assume the role of Chief Executive Officer of the combined company, while Gust Kepler will continue as Chief Executive Officer of Blackbox.io, Inc., a subsidiary formed to continue the Company’s historic fintech operations. REalloys will appoint five members and current management of Blackbox will appoint one member to the board of directors of the post-Merger combined company.
- Blackbox and REalloys plan to work together to file a Registration Statement and Proxy Statement on Form S-4 to obtain approval of the Merger (the “Merger Registration Statement”). The Merger is expected to close in the second quarter of 2025 and is subject to customary closing conditions including but not limited to regulatory, lender and stockholder approval.
Winstead PC is serving as legal counsel to Blackbox. Haynes and Boone, LLP is serving as legal counsel to REalloys.
Palladium Capital Group, LLC acted as the exclusive Financial Advisor.
For additional information about the Merger, please refer to the Current Report on Form 8-K that will be filed by the Company …
