VANCOUVER, British Columbia--(BUSINESS WIRE)--Republic Technologies Inc. (CSE: DOCT) (FSE: 7FM0) (WKN: A41AYF) (the “Company” or “Republic”) is pleased to announce that, further to its news release dated October 20, 2025, it has entered into a definitive investment agreement (the “Convertible Facility”) with an institutional investor for a secured convertible note facility of up to US$100 million (the “Financing”). It is expected that the available funds from the Financing will be used to support the Company’s blockchain‑based attestation platform and validator infrastructure.

“This financing is a meaningful step towards our long-term goal to accumulate ETH in support of our network infrastructure. The financing is highly accretive to our ETH holdings and aligns with our broader capital formation and deployment strategies,” said Daniel Liu, CEO of Republic Technologies.

Key Terms of the Convertible Facility

The Convertible Facility has a term of 24 months, bears 0% interest, and includes a 10% original issue discount. It will be secured by a fixed number of ETH as collateral (the “ETH Target”), equal to US$12 million. The ETH Target will remain fixed for the duration of the Convertible Facility.

Convertible notes issued under the Convertible Facility will be convertible, in whole or in part at the option of the holder, into common shares in the capital of the Company (the “Common Shares”) at a price equal to the closing price of the Common Shares on the Canadian Securities Exchange (the “CSE”) on the trading day immediately prior to conversion, subject in all cases to CSE policies, including minimum pricing rules.

Structure of the Convertible Facility

The Convertible Facility consists of a first drawdown (the “First Drawdown”), subsequent drawdowns (the “Subsequent Drawdowns”), and potential Top-Up Tranches (as defined below).

The First Drawdown comprises a US$10 million convertible note (the “First Drawdown Convertible Note”). In connection with the First Drawdown, the Company will issue to the Investor common share purchase warrants (the “First Drawdown Warrants”), exercisable to purchase Common Shares at a price of C$0.50 per Common Share for a period of 5 years from the date of issuance. If fully exercised, these warrants would provide the Company with approximately an additional US$10 million in financing. The First Drawdown is expected to close on or around December 5, 2025.

The First Drawdown Convertible Note, the First Drawdown Warrants, and any Common Shares issuable upon conversion of the First Drawdown Convertible Note or exercise of the First Drawdown Warrants will be subject to a statutory hold period of four months plus one day in accordance with applicable Canadian securities laws.

The remaining US$90 million in available capacity may be accessed through Subsequent Drawdowns and Top-Up Tranches, each subject to customary conditions, including the terms as detailed in the news release dated October 20, 2025.

Until the balance of the custody account meets the ETH Target, the Investor may, by written notice, require the Company to issue a US$5 million convertible note for each tranche (each, a “Top-Up Tranche”) under the Convertible Facility for the purpose of purchasing ETH and delivering such ETH into the custody account.

The Company intends to allocate approximately 90% of the net proceeds of the Financing toward the acquisition of ETH to support Republic’s validator infrastructure and attestation services, with the balance to be used for general working capital purposes.

No insiders of the Company are expected to participate in the Financing, and no new control person is expected to be created as a result of the Financing.

Additional terms of the Convertible Facility are available in the Company’s October 20, 2025 news release, and a copy of the Convertible Facility agreement will be filed on the Company’s SEDAR+ profile at www.sedarplus.ca.

There can be no assurance that the Financing (including First Tranche, any Subsequent Drawdowns and Top-Up Tranches, and the Warrants issuable in connection therewith) will be completed on the terms described herein or at all.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

About Republic Technologies Inc.

Republic Technologies is a publicly traded technology company integrating Ethereum infrastructure into the global economy. Backed by an ETH-denominated treasury, we operate validator and attestation networks to safeguard data integrity for universal applications.

Forward-Looking Statements

This news release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws, including, without limitation, statements regarding the Convertible Facility and the Financing (including First Drawdown, any Subsequent Drawdowns and Top-Up Tranches), expected timing, anticipated closing(s) of the First Drawdown, Subsequent Drawdown(s) and Top-Up Tranche(s) of the Financing, anticipated CSE approvals, and the intended use of proceeds of the Financing. Forward-looking information is based on management’s reasonable assumptions as of the date hereof, including assumptions regarding market conditions, the Company’s ability to obtain required approvals (including CSE approval), complete satisfactory security and custody arrangements for ETH collateral, and operate its validator infrastructure as intended. Forward-looking information is inherently subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including the risk that the Financing or the Convertible Facility does not proceed on the terms described or at all; failure to obtain subsequent CSE approvals; failure to satisfy other closing conditions; third-party, counterparty or lender consent requirements; failure to file or obtain the receipt for the Base Shelf Prospectus; failure to file the prospectus supplements; volatility in ETH prices and staking yields; evolving regulatory developments affecting digital assets and staking; operational risks related to validator performance, slashing and custody, and other factors described under the Company’s public disclosure filings available on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Contacts

For further information, please contact:
Daniel Liu,
Chief Executive Officer
Tel: (778) 200-4124
Email: info@republictech.io
https://republictech.io/