Palladium Capital Group, LLC today announced it served as the exclusive Financial Advisor in Blackboxstocks Inc.’s (NASDAQ: BLBX), (“Blackbox” or the “Company”) 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.

For additional information about the Merger, please refer to the Current Report on Form 8-K that will be filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 10, 2025.‍

About REalloys Inc. REalloys Inc. is an integrated company focused on the development and production of rare earth elements, with a primary asset in its 100% owned Hoidas Lake deposit located in northern Saskatchewan, Canada. The project already boasts a significant Mineral Resource Estimate of 2,153,000 tons of Total Rare Earth Oxides (TREO) in the Measured and Indicated categories, with significant potential upside. The Hoidas Lake deposit is distinguished by its unique combination of both Heavy Rare Earth Elements (HREEs), including Dysprosium, Terbium, Gadolinium, and Erbium, as well as Light Rare Earth Elements (LREEs) such as Neodymium, Praseodymium, Cerium, and Lanthanum. REalloys is strategically positioning itself by building a North American high-performance magnet supply chain tailored to U.S. protected markets. REalloys’ target sectors include National Defense Stockpiles, the Defense Industrial Base, Nuclear Industrial Base, robotics, electric aviation, and critical infrastructure. With a strong focus on an accelerated timeline, REalloys is committed to supporting the growing demand for these vital materials in key industries.

For more information, go to: https://realloys.com

About Blackboxstocks Inc. Blackboxstocks Inc. is a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our web-based software employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. Blackbox continuously scans the NASDAQ, New York Stock Exchange, CBOE, and all other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. We provide our users with a fully interactive social media platform that is integrated into our dashboard, enabling our users to exchange information and ideas quickly and efficiently through a common network. We recently introduced a live audio/screenshare feature that allows our members to broadcast on their own channels to share trade strategies and market insight within the Blackbox community. Blackbox is a SaaS company with a growing base of users that spans over 40 countries; current subscription fees are $99.97 per month or $959.00 annually.

For more information, go to: https://blackboxstocks.com/