Blackboxstocks Inc. (NasdaqCM:BLBX) entered into a share exchange agreement to acquire Evtec Aluminium Ltd from the group of sellers for approximately $34 million on December 12, 2023. As consideration, the Sellers will receive 323.6 shares of BLBX Common Stock for each Evtec Ordinary Share, which shall be subject to adjustment in the event that Evtec issues any share capital between the date of the Agreement and Closing. Post-closing, Blackbox and Evtec Aluminum common stockholders will own 26.7% and 73.3% of the estimated 12 million common shares outstanding post-merger, respectively. BLBX and Evtec will take any and all action necessary to change BLBX?s name to ?Evtec Holdings, Inc.? effective immediately following the Closing. David Roberts will assume the roles of Chairman and CEO of the parent Company, Gust Kepler will continue to serve as the Chief Executive Officer of the Blackbox fintech operations and Robert Winspear will remain a director and Chief Finance Officer of the parent Company, all post-closing. Evtec will appoint three new independent directors to the Company?s Board. In a related transaction in parallel, Blackbox plans to acquire the remaining 87% of Evtec Automotive in Q1 of 2024. Evtec Automotive?s inclusion in the merger would result in Blackbox shareholders retaining 9.5% of the combined companies. Blackbox common stockholders of record immediately prior to closing of the transaction will receive a contingent value right (?CVR") for the net proceeds received by the Company for the sale or spin-off of the current Blackbox fintech operations within a 24-month period after the close of the merger. The current Blackbox operations will be moved into a new subsidiary prior to the closing. The Exchange Agreement contains certain termination rights for both the Company and Evtec, and further provides that upon termination of the Exchange Agreement under specified circumstances, the terminating party may be required to pay the other party a termination fee of $0.5 million plus up to $0.25 million in fees and expenses incurred by such other party. The transaction is expected to close in the first quarter of 2024 and is subject to customary closing conditions including but not limited to regulatory, lender, the shares of BLBX Common Stock to be issued in connection with the Acquisition to be approved for listing and stockholder approval. As of February 20, 2024, BLBX has appointed three new Board Members namely- Julia Steinbrenner, Steve Norris and Steve Illot will be joining the Evtec Board of Directors effective April 1, 2024. Ms. Steinbrenner, Mr. Norris and Mr. Illot are expected to be appointed to the Blackbox Board upon the closing of the merger with Evtec. As on April 1, 2024, Blackboxstocks Inc. (NasdaqCM:BLBX) expectes to consummate the merger with Evtec Aluminum within the next three months pending SEC and Nasdaq approval.

David Roberts of Dorsey & Whitney LLP and Kevin McGuinness of T H R I N G S LLP acted as legal advisor to Evtec and sellers. Jeff McPhaul of Winstead PC acted as legal advisor to Blackbox.