Mr. Daniel Liu reports

REPUBLIC TECHNOLOGIES ANNOUNCES DRAWDOWN OF US$10 MILLION PRINCIPAL AMOUNT FIRST TRANCHE UNDER US$100 MILLION SECURED CONVERTIBLE NOTE FACILITY

Further to the news release dated Nov. 20, 2025, Republic Technologies Inc. has closed the first drawdown of its previously announced secured convertible note facility of up to $100-million (U.S.), for gross proceeds of $10-million (U.S.) 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 $1,000 (U.S.), were issued.

The first drawdown convertible notes are secured pursuant to a security agreement over a custody account, with 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. The company intends to allocate approximately 90 per cent 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, each exercisable to purchase one common share at a price of 50 cents per common share (185 per cent of current market price) for a period of five years from the date of issuance. If fully exercised, the first drawdown warrants would provide the company with an additional approximately $10-million (U.S.) 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 Canadian Securities Exchange 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 Oct. 20 and Nov. 20, 2025, news releases, and a copy of the convertible facility agreement has been filed on the company's SEDAR+ profile.

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

We seek Safe Harbor.