Republic Technologies Announces Drawdown of US$10 Million Principal Amount First Tranche Under US$100 Million Secured Convertible Note Facility
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secured convertible notefinancial
A secured convertible note is a loan to a company that is backed by specific assets (secured) and can be changed into company shares (convertible) instead of being paid back in cash. For investors this matters because it mixes lower risk—because collateral gives repayment priority if things go wrong—with potential upside through stock conversion, while also affecting future ownership and how much existing shareholders may be diluted.
non-brokered private placementfinancial
A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.
original issue discountfinancial
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
custody accountfinancial
A custody account is a secure account where a specialized financial firm or bank holds and looks after an investor’s securities and cash on their behalf, like a bank vault that also handles recordkeeping and settlement of trades. It matters to investors because it protects assets from loss or misuse, ensures trades and dividend payments are processed correctly, and provides clear ownership records—similar to having a trusted custodian watch over your valuables.
collateralfinancial
Collateral is an asset a borrower pledges to a lender as security for a loan; if the borrower fails to repay, the lender can take the asset to recover losses. For investors, collateral matters because it reduces lender risk, influences interest rates and loan terms, and determines who gets paid first if a company faces financial trouble—think of it like a pawned item that gives the lender extra protection.
common share purchase warrantsfinancial
A common share purchase warrant is a tradable right that lets its holder buy a company’s ordinary shares at a fixed price for a set period, like a coupon that can be redeemed later to buy stock at a predetermined rate. Investors care because warrants offer leverage on future upside—they can magnify gains if the share price rises above the set price—but they can also dilute existing shareholders if used, and they expire worthless if unused.
statutory hold periodregulatory
A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.
working capitalfinancial
Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
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VANCOUVER, British Columbia--(BUSINESS WIRE)--
Republic Technologies Inc. (CSE: DOCT) (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.
