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Republic Technologies Inc. (CSE: DOCT,OTC:DOCKF) (FSE: 7FM0) (WKN: A41AYF) (OTCQB: DOCKF) (the " Company " or " Republic ") is pleased to announce that, further to its news release dated November 20, 2025, it has closed the first drawdown (the " First Drawdown ") of its previously announced secured convertible note facility of up to US$100 million (the " Convertible Facility "), for gross proceeds of US$10 million less the original issue discount.
The First Drawdown was completed on a non-brokered private placement basis. Upon closing, 10,000 convertible notes, each with a principal amount of US$1,000 (the " First Drawdown Convertible Notes "), were issued.
The First Drawdown Convertible Notes are secured pursuant to a security agreement over a custody account (the " Custody Account "), with 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. The Company intends to allocate approximately 90% of the net proceeds from the First Drawdown 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.
In connection with the First Drawdown, the Company issued 27,904,000 common share purchase warrants (the " First Drawdown Warrants "), each exercisable to purchase one Common Share at a price of C$0.50 per Common Share (185% of current market price) for a period of 5 years from the date of issuance. If fully exercised, the First Drawdown Warrants would provide the Company with approximately an additional US$10 million in financing.
No insiders of the Company participated in the First Drawdown, and no new control person was created as a result of the First Drawdown. Shareholder approvals for the Convertible Facility, as required by applicable CSE policy, were obtained prior to the closing of the First Drawdown.
The First Drawdown Convertible Notes, the First Drawdown Warrants, and any Common Shares issuable upon conversion of the First Drawdown Convertible Notes or exercise of the First Drawdown Warrants are subject to a statutory hold period of four months plus one day in accordance with applicable Canadian securities laws.
Additional terms of the Convertible Facility are available in the Company's October 20 and November 20, 2025 news releases, and a copy of the Convertible Facility agreement has been filed on the Company's SEDAR+ profile at www.sedarplus.ca .
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 subsequent drawdowns and Top-Up Tranches, expected timing, anticipated closing(s) of the subsequent drawdown(s) and Top-Up Tranche(s), anticipated CSE approvals, and 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 obtain required approvals (including CSE approval), 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 subsequent drawdowns and Top-Up Tranches do 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; 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 Canadian Securities Exchange nor its Regulation Services Provider has reviewed or accepts responsibility for the accuracy or adequacy of this release.
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20251208699364/en/
On behalf of the Board of Directors
Daniel Liu,
Chief Executive Officer
Tel: (778) 200-4124
Email: info@republictech.io
https://republictech.io/
