Republic Technologies Announces Definitive Investment Agreement for Up to US$100 Million Secured Convertible Note Facility
Executive Summary
- Republic Technologies entered into a definitive investment agreement for a secured convertible note facility of up to US$100 million.
- The first drawdown is a US$10 million convertible note with accompanying C$0.50 per share warrants that could provide an additional ~US$10 million if fully exercised; closing expected around December 5, 2025.
- Approximately 90% of net proceeds will be used to acquire ETH for the company’s validator infrastructure, with the remainder allocated to general working capital.
Key Details
- Facility Size & Structure
- Total capacity: US$100 million secured convertible note facility.
- Term: 24 months, 0% interest, 10% original issue discount.
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Collateral: Fixed ETH target of US$12 million (held for the life of the facility).
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First Drawdown
- Amount: US$10 million convertible note (“First Drawdown Convertible Note”).
- Warrants: Common share purchase warrants at C$0.50 per share, exercisable for 5 years, potentially raising an additional ~US$10 million.
- Expected closing: ≈ December 5, 2025.
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Statutory hold period: 4 months + 1 day on the note, warrants, and any shares issued upon conversion/exercise.
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Subsequent Drawdowns & Top‑Up Tranches
- Remaining capacity of US$90 million available via subsequent drawdowns or “Top‑Up” tranches.
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Investor may require issuance of a US$5 million convertible note per top‑up tranche to purchase ETH and fund the custody account until the ETH target is met.
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Use of Proceeds
- ≈ 90% allocated to acquire ETH for validator infrastructure and attestation services.
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Remaining ≈ 10% for general working capital.
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Control & Participation
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No insiders expected to participate; no new control persons will be created as a result of the financing.
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Regulatory / Closing Conditions
- Completion subject to customary conditions, CSE approvals, and security/custody arrangements for ETH collateral.
- The agreement and additional terms are filed on SEDAR+.
Notable Quotes
“This financing is a meaningful step towards our long‑term goal to accumulate ETH in support of our network infrastructure. The financing is highly accretive to our ETH holdings and aligns with our broader capital formation and deployment strategies,” – Daniel Liu, CEO