Republic Technologies Announces Private Placement for Strategic Advisors

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

VANCOUVER, British Columbia--(BUSINESS WIRE)--Republic Technologies Inc. (CSE: DOCT) (FSE: 7FM0) (WKN: A41AYF) (OTCQB: DOCKF) (the “Company” or “Republic”) is pleased to announce a non-brokered private placement offering of up to 14,087,000 special warrants (the “Special Warrants”) at a price of US$0.21/C$0.29 per Special Warrant for aggregate gross proceeds of up to US$3.0 million (the “Offering”).

Each Special Warrant will automatically convert, for no additional consideration, into one common share in the capital of the Company (each a “Common Share”) on the date that is the earlier of: (i) the date that is five business days following the date on which the Company files a prospectus supplement to its short form base shelf prospectus with the securities commissions qualifying distribution of the Common Shares underlying the Special Warrants (the “Prospectus Supplement”), and (ii) the date that is four months and one day after the closing of the Offering. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the Canadian Securities Exchange (the “CSE”). Prior to the filing of the Prospectus Supplement and the automatic conversion of the Special Warrants, the securities issued under the Offering will be subject to a four-month hold period from the date of closing of the Offering in addition to any other restrictions under applicable law. The proceeds from the Offering are expected to be deployed toward the Company’s business operations and the advancement of its Ethereum-powered attestation technology.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the “United States” or to “U.S. Persons” (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with applicable exemptions therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Republic Technologies Inc.

Republic Technologies is a publicly traded technology company focused on integrating Ethereum infrastructure into the global economy. Backed by an ETH-denominated treasury, the Company operates secure blockchain infrastructure designed to safeguard data integrity and enable scalable real-world applications on the Ethereum network.

Neither the Canadian Securities Exchange nor its Regulation Services Provider has reviewed or accepts responsibility for the accuracy or adequacy of this release.

Forward-Looking Statements

This news release contains statements that constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws. Such statements include, but are not limited to, expectations regarding the Offering and the impact thereof. Forward-looking statements are based on assumptions that include the CSE approving the Offering, the filing of the Prospectus Supplement, the ability of the Strategic Advisors to help the Company advance its business objectives. These statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. Such risks include the CSE may not approve the Offering, the Company may not file the Prospectus Supplement, the Strategic Advisors may not help the Company advance its business objectives, volatility in ETH and other digital asset prices, changes in blockchain protocols or validator economics, operational challenges in deploying and maintaining validator infrastructure, regulatory changes or restrictions affecting digital assets or blockchain operations, counterparty risk in Synthetic Mining strategies, market and liquidity risks, and broader economic and geopolitical factors. Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking information except as required by applicable law.