Republic Technologies Inc. (CSE: DOCT) (FSE: 7FM0) has finalized a definitive investment agreement for a secured convertible note facility of up to US$100 million with an institutional investor, intended to fund its blockchain-based attestation platform and validator infrastructure.
The Convertible Facility has a 24-month term, bears 0% interest, and includes a 10% original issue discount. It will be secured by a fixed number of ETH as collateral, referred to as the “ETH Target,” equal to US$12 million, which will remain constant for the facility’s duration. Convertible notes issued under the facility are convertible, at the holder’s option, into common shares at the closing price on the Canadian Securities Exchange (CSE) on the day prior to conversion, subject to CSE policies.
Daniel Liu, CEO of Republic Technologies, stated, “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.”The Convertible Facility is structured into a First Drawdown, Subsequent Drawdowns, and potential Top-Up Tranches. The First Drawdown comprises a US$10 million convertible note and is expected to close around December 5, 2025. In connection with this, the Company will issue common share purchase warrants, exercisable to purchase common shares at C$0.50 per share for five years, potentially providing an additional US$10 million if fully exercised. These securities will be subject to a four-month-plus-one-day statutory hold period under Canadian securities laws.
The remaining US$90 million can be accessed through Subsequent Drawdowns and Top-Up Tranches, subject to customary conditions. The investor may require the issuance of US$5 million convertible notes for each Top-Up Tranche to purchase ETH and deposit it into the custody account, specifically if the custody account balance does not meet the ETH Target.
Republic Technologies plans to allocate approximately 90% of the net proceeds from this financing toward acquiring ETH to support its validator infrastructure and attestation services, with the remainder designated for general working capital. No company insiders are expected to participate, and no new control person is anticipated to be created as a result of the financing.
Further terms of the Convertible Facility are publicly available in the Company’s October 20, 2025 news release, and the agreement will be filed on the Company’s SEDAR+ profile.
Republic Technologies Inc. is a publicly traded technology company focused on integrating Ethereum infrastructure into the global economy. It operates validator and attestation networks, backed by an ETH-denominated treasury, to safeguard data integrity for universal applications.
