Republic Technologies Announces Drawdown of US$10 Million Principal Amount First Tranche Under US$100 Million Secured Convertible Note Facility

Executive Summary

• Republic Technologies closed the first drawdown of its $100 million secured convertible note facility, receiving gross proceeds of US$10 million (after original issue discount).
• The company issued 10,000 convertible notes ($1,000 principal each) secured by a fixed ETH collateral pool valued at US$12 million.
• Approximately 90% of net proceeds will be used to acquire ETH for validator infrastructure; the remainder funds general working capital.

Key Details

• Facility Size: Up to US$100 million convertible note facility (secured).
• First Drawdown Amount: Gross proceeds of US$10 million (less original issue discount).
• Notes Issued: 10,000 convertible notes, each with a principal amount of US$1,000.
• Collateral: Fixed ETH target equal to US$12 million held in a custody account; collateral remains unchanged for the facility’s duration.
• Use of Proceeds: ~90% allocated to purchase ETH for validator and attestation services; remaining funds for general working capital.
• Warrants Issued: 27,904,000 common share purchase warrants at C$0.50 per share (185 % of market price), exercisable for five years. Full exercise could provide an additional ~US$10 million financing.
• Insider Participation: No insiders participated; no new control persons created.
• Shareholder Approvals: Obtained in accordance with CSE policy prior to closing.
• Statutory Hold Period: Convertible notes, warrants, and any shares issuable are subject to a four‑month plus one day hold period under Canadian securities law.
• Related Disclosures: Additional terms were detailed in the company’s October 20 and November 20, 2025 news releases; full agreement filed on SEDAR+.

Notable Quotes

(No direct quotes included in the release.)