Mr. Daniel Liu reports

REPUBLIC TECHNOLOGIES ANNOUNCES DEFINITIVE INVESTMENT AGREEMENT FOR UP TO US$100 MILLION SECURED convERTIBLE NOTE faciLITY

Further to Republic Technologies Inc.'s news release dated Oct. 20, 2025, it has entered into a definitive investment agreement (the convertible facility) with an institutional investor for a secured convertible note facility of up to $100-million (U.S.). It is expected that the available funds from the financing will be used to support the company's blockchain-based attestation platform and validator infrastructure.

"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," said Daniel Liu, chief executive officer of Republic Technologies.

Key terms of the convertible facility

The convertible facility has a term of 24 months, bears 0-per-cent interest and includes a 10-per-cent original issue discount. It will be secured by a fixed number of ETH as collateral, equal to $12-million (U.S.). The ETH target will remain fixed for the duration of the convertible facility.

Convertible notes issued under the convertible facility will be convertible, in whole or in part at the option of the holder, into common shares in the capital of the company at a price equal to the closing price of the common shares on the Canadian Securities Exchange (the CSE) on the trading day immediately prior to conversion, subject in all cases to CSE policies, including minimum pricing rules.

Structure of the convertible facility

The convertible facility consists of a first drawdown, subsequent drawdowns and potential top-up tranches (as defined below).

The first drawdown comprises a $10-million (U.S.) convertible note. In connection with the first drawdown, the company will issue to the investor common share purchase warrants, exercisable to purchase common shares at a price of 50 cents per common share for a period of five years from the date of issuance. If fully exercised, these warrants would provide the company with approximately an additional $10-million (U.S.) in financing. The first drawdown is expected to close on or around Dec. 5, 2025.

The first drawdown convertible note, the first drawdown warrants and any common shares issuable upon conversion of the first drawdown convertible note or exercise of the first drawdown warrants will be subject to a statutory hold period of four months plus one day in accordance with applicable Canadian securities laws.

The remaining $90-million (U.S.) in available capacity may be accessed through subsequent drawdowns and top-up tranches, each subject to customary conditions, including the terms as detailed in the news release dated Oct. 20, 2025.

Until the balance of the custody account meets the ETH target, the investor may, by written notice, require the company to issue a $5-million (U.S.) convertible note for each tranche under the convertible facility for the purpose of purchasing ETH and delivering such ETH into the custody account.

The company intends to allocate approximately 90 per cent of the net proceeds of the financing 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.

No insiders of the company are expected to participate in the financing, and no new control person is expected to be created as a result of the financing.

Additional terms of the convertible facility are available in the company's Oct. 20, 2025, news release, and a copy of the convertible facility agreement will be filed on the company's SEDAR+ profile.

There can be no assurance that the financing will be completed on the terms described herein or at all.

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, the company operates validator and attestation networks to safeguard data integrity for universal applications.

We seek Safe Harbor.