Vancouver, British Columbia--(Newsfile Corp. - October 20, 2025) - Republic Technologies Inc. (CSE: DOCT) (FSE: 7FM0) (WKN: A41AYF) (the "Company" or "Republic") is pleased to announce that it proposes to enter into a financing agreement with an institutional investor (the "Investor") for a proposed secured convertible note facility of up to US$100 million (the "Proposed Convertible Facility") (the "Proposed Financing"), featuring an initial US$10 million tranche. If completed, it is expected to support the Company's blockchain-based attestation platform and validator infrastructure.
The Proposed Convertible Facility is expected to have a term of 24 months, bear 0% interest, and include 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 divided by the ETH/USD reference price at 4:00 p.m. New York time on the First Drawdown Closing Date (as defined below). Convertible notes issued under the Proposed Convertible Facility would 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.
The Proposed Convertible Facility is expected to include a first drawdown (the "First Drawdown"), subsequent drawdowns (the "Subsequent Drawdowns") and Top-Up Tranches (as defined below).
The First Drawdown is proposed to comprise a US$10 million convertible note (the "First Drawdown Convertible Note") under the Proposed Convertible Facility. In connection with the First Drawdown, the Company proposes to issue to the Investor up to 28 million 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.
Closing for the First Drawdown is expected to occur on or about October 24, 2025 (the "First Drawdown Closing Date"), and will be subject to customary conditions, including no objections from the CSE, the execution of the Proposed Convertible Facility, the execution of other definitive agreements related to the Proposed Financing, and finalization of the security and custody arrangements for the ETH collateral.
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.
Each Subsequent Drawdown is expected to comprise a US$5 million convertible note and will be subject to customary conditions, including (i) the aggregate outstanding principal balance of the Proposed Convertible Facility is less than US$3 million; (ii) the Company has filed a base shelf prospectus with the relevant Canadian securities regulators; and (iii) each Subsequent Drawdown, including the Subsequent Warrants, is qualified by a prospectus supplement to the Base Shelf Prospectus.
Until the ETH in 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 Proposed Convertible Facility for the purpose of purchasing ETH and delivering such ETH into the Custody Account. Each Top-Up Tranche will be subject to customary conditions.
In connection with each Subsequent Drawdown and Top-Up Tranche, the Company proposes to issue to the Investor that number of common share purchase warrants (the "Subsequent Warrants", and together with the First Drawdown Warrants, the "Warrants") determined as US$1 million divided by the applicable exercise price, in each case subject to CSE policies and approval.
There can be no assurance that the Proposed Convertible Facility will be established or that the Proposed Financing (including the First Drawdown, Subsequent Drawdowns and Top-Up Tranches, and the Warrants in connection therewith) will be completed on the terms described herein or at all.
The Company intends to allocate the net proceeds 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.
The Company may pay customary finder's fees in connection with the Proposed Financing, subject to CSE policies.
No insiders of the Company are expected to participate in the Proposed Financing, and no new control person is expected to be created as a result of the Proposed Financing.
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 proprietary 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 Proposed Convertible Facility and Proposed Financing (including the First Drawdown, Subsequent Drawdowns, and Top-Up Tranches), the anticipated terms thereof, expected timing, anticipated closing of the Proposed Financing, anticipated CSE approval, the negotiation and execution of definitive agreements, the filing with and receipt of the Base Shelf Prospectus by the securities regulators, the filing of prospectus supplements, the intended use of proceeds. 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 negotiate and enter into definitive agreements, obtain required approvals (including CSE approval), complete satisfactory security and custody arrangements for ETH collateral, operate its validator infrastructure as intended, and complete the filing and receipt of the Base Shelf Prospectus and related prospectus supplements. 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 Proposed Financing or the Proposed Convertible Facility does not proceed on the terms described or at all; failure to obtain CSE approval; failure to satisfy other closing conditions (including security and custody arrangements); failure to negotiate and execute definitive agreements; 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.
For further information, please contact:
Daniel Liu,
Chief Executive Officer
Tel: (778) 200-4124
Email: daniel@republictech.io
https://republictech.io/
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SOURCE: Republic Technologies Inc.
