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Blackboxstocks Inc. (NASDAQ:BLBX) ("Blackbox"), a financial technology and social media hybrid platform, today released a stockholder update from CEO Gust Kepler:
As we kick off the first month of Q3 2025, I'm excited to update our stakeholders on our developments, especially with respect to our foray into the rare earth sector with our pending acquisition of REalloys, Inc. ("REalloys"). REalloys is a U.S. based, integrated rare earth company poised to capitalize on its ability to provide high-performance magnet materials for U.S. Protected Markets. While Blackbox remains a fully operational fintech enterprise, we have taken the initiative to pursue this acquisition which we believe will greatly enhance value for our stockholders, while allowing us to continue operating the legacy Blackbox fintech operations within our wholly owned subsidiary, Blackbox.io Inc.
The following recaps the timeline and provides an update on our proposed merger transaction:
On March 10, 2025, we executed a definitive merger agreement to acquire REalloys, a company specializing in the production of high-performance magnet materials utilizing rare earth elements. We pursued this acquisition because we believe REalloys will become a leading force in North America's rare earth and high-performance magnet industries. Structured as a true "mine-to-magnet metals" company, we believe REalloys is uniquely positioned to strengthen the critical supply chain that supports U.S. national defense, advanced technologies and infrastructure.
REalloys was founded in conjunction the acquisition of its Hoidas Lake Rare Earth Deposit in Saskatchewan, Canada, one of the world's richest and highest-grade sources of neodymium, praseodymium, dysprosium and terbium. The Hoidas Lake Project spans 14 contiguous mineral claims across 12,522 hectares (30,942 acres) in this mining-friendly jurisdiction. A December 6, 2024, S-K 1300 Technical Report by William J. Lewis, P. Geo., of Micon International Limited highlights a Measured and Indicated Mineral Resource totaling 2,153,000 metric tonnes of Total Rare Earth Oxides at an average grade of 1.906%, underscoring the project's potential as a key domestic source of both light and heavy rare earth elements.
On April 9, 2025, we announced that REalloys successfully acquired 100% of PMT Critical Metals Inc. in a share exchange representing approximately 14% of their outstanding common stock. The transaction, which closed on March 31, 2025, resulted in the acquisition of rare earth magnet metal production equipment, intellectual property, know-how, research & development, and existing contracts and clients.
PMT Critical Metals Inc.is located in Euclid, Ohio. The facility produces rare earth metals and magnet materials for key clients such as the U.S. Defense Logistics Agency (DLA), the U.S. Department of Energy's AMES National Laboratory (AMES), and other major players in the rare earth industry. With specialized capabilities, the facility can metalize rare earth oxides into magnet metals. We are confident that this facility will play a vital role in supporting the recent executive directive on essential minerals issued by the Trump Administration, ensuring a reliable North American supply of high-performance magnets critical for both modern industry and national defense.
On May 19, 2025, we announced that REalloys signed a joint Memorandum of Understanding with the Saskatchewan Research Council ("SRC") to begin working together to advance their initiative of commercial production of high-performance rare earth magnet materials. The SRC's Rare Earth Separation Processing Facility in Saskatoon, Saskatchewan, Canada announced commercial production of rare earth oxides and metals in September 2024, positioning Canada as a leader in ethical, sustainable, rare earth element separation and midstream processing. By combining the SRC's mid-stream separation capabilities in heavy rare earth dysprosium-terbium ("DyTb") and light rare earth neodymium-praseodymium ("NdPr") metals, high performance magnet materials can now be made in North America, at the Euclid, Ohio facility. Combined production capacity is targeted to expand to 500 metric tonnes ("mt") per year of magnet materials in 2026, and 1,000 mt by 2028.
On July 2, 2025, we filed an amended registration statement on Form S-4 with the SEC for our merger with REalloys which was initially filed on April 14, 2025. We have also submitted a listing application to NASDAQ for the combined entity. We currently expect the transaction to close in late August of this year. Closing is contingent on the registration statement being declared effective as well as Nasdaq and stockholder approval. Here is a basic breakdown of the transaction and why I believe it will be a great benefit to our stockholders:
In summation, we believe this transaction will significantly enhance stockholder value by giving our stockholders access to the lucrative and rapidly expanding domestic rare earth and magnet materials sector. Our legacy Blackbox fintech operations will continue to be operated through our subsidiary Blackbox.io, Inc. Additionally, if there is a sale of the Blackbox technology portfolio, our shareholders of record upon closing of the merger will receive their pro-rata proceeds from any such divestitures.
We believe that REalloys has a unique approach to the rare earth sector, employing a fully integrated model that is designed to operate as a stand-alone entity, or work in conjunction with other rare earth producers. Once complete, we expect this merger will allow REalloys to access the public markets for growth capital as well as utilizing their stock as a currency for future acquisitions.
I want to thank our stockholders for their continued loyalty as we work toward completion of this exciting and consequential transaction.
Posted In: BLBX
