Republic Technologies Inc. Announces Up to US$100 Million Proposed Secured Convertible Note Facility Financing

Executive Summary

• Republic Technologies Inc. announced a proposed secured convertible note financing of up to US $100 million, beginning with an initial US $10 million tranche.
• The facility will be collateralized by ETH (target value US $12 million) and carries 0% interest, a 10% original issue discount, and a 24‑month term.
• Proceeds are earmarked primarily for the acquisition of ETH to support the company’s validator infrastructure, with any remainder allocated to general working capital.

Key Details

• Proposed Facility Size: Up to US $100 million total; initial tranche US $10 million.
• Term & Interest: 24‑month term, 0% interest, 10% original issue discount.
• Collateral: Fixed amount of ETH equal to US $12 million divided by the ETH/USD price at 4:00 p.m. NY time on the First Drawdown Closing Date.
• Conversion Mechanics: Convertible notes may be converted at the holder’s option into common shares at a price equal to the CSE closing price on the trading day immediately prior to conversion, subject to CSE pricing rules.
• First Drawdown Details (≈ US $10 million):
• Issuance of up to 28 million common‑share purchase warrants at C$0.50 per share, exercisable for five years.
• Expected closing date: on or about October 24 2025, subject to customary conditions (CSE approval, execution of definitive agreements, ETH custody arrangements).
• Subsequent Drawdowns: Each expected to be US $5 million convertible notes, contingent upon:
• Aggregate outstanding principal < US $3 million.
• Completion of a base‑shelf prospectus filing with Canadian regulators.
• Qualification by a prospectus supplement to the Base Shelf Prospectus.
• Top‑Up Tranches: If ETH collateral target not met, Investor may require issuance of additional US $5 million convertible notes to purchase and deposit ETH.
• Warrant Issuance for Subsequent Drawdowns/Top‑Ups: Warrants calculated as US $1 million divided by the applicable exercise price, subject to CSE policies.
• Statutory Hold Period: All securities issued in connection with the financing (convertible notes, warrants, and any shares issuable upon conversion or exercise) will be subject to a four‑month plus one‑day hold period under Canadian securities law.
• Use of Proceeds: Primary use – acquisition of ETH for validator infrastructure; remainder – general working capital.
• Finder’s Fees: Company may pay customary finder’s fees, subject to CSE policies.
• Insider Participation: No insiders are expected to participate; no new control persons anticipated.

Notable Quotes

• “The proposed financing will provide the liquidity needed to expand our validator infrastructure and further integrate Ethereum into global applications,” – Daniel Liu, Chief Executive Officer.