Republic Technologies Closes First Tranche of the Non-Brokered Private Placement of Special Warrants

Article content

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

Article content

VANCOUVER, British Columbia — Republic Technologies Inc. (CSE: DOCT) (FSE: 7FM0) (OTCQB: DOCKF) (the “Company” or “Republic”) is pleased to announce, further to its news release of February 13, 2026, that the Company has completed the first tranche (the “First Tranche”) of its previously announced non-brokered private placement offering (the “Offering”) of special warrants (the “Special Warrants”). Pursuant to the First Tranche, the Company issued 9,523,808 Special Warrants at the price of C$0.29 (or US$0.21) per Special Warrant for aggregate gross proceeds of US$2.0 million (approximately C$2.76 million).

Article content

Article content

Article content

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 (the “Prospectus Supplement”) to a short form base shelf prospectus (the “Base Shelf”) with the securities commissions qualifying distribution of the Common Shares underlying the Special Warrants, and (ii) the date that is four months and one day after the closing of the First Tranche.

Article content

Article content

Prior to the filing of the Prospectus Supplement and the automatic conversion of the Special Warrants, the securities issued under the First Tranche will be subject to a four-month hold period from the date of closing of the First Tranche in addition to any other restrictions under applicable law.

Article content

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.

Article content

No finder’s fees were paid in connection with the First Tranche. The second tranche may be completed subject to the Company’s strategic plan and advisor onboarding and the approval and acceptance from the Canadian Securities Exchange (the “CSE”).

Article content

The Company will use its commercially reasonable efforts to file the Prospectus Supplement; however, there can be no assurance that the Prospectus Supplement will be filed prior to the expiry of the statutory hold period applicable to the Special Warrants.

Article content

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.

Article content

About Republic Technologies Inc.

Article content

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.

Article content

Article content

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

Article content

Forward-Looking Statements

Article content

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, statements regarding: (i) the anticipated filing of the Base Shelf and the Prospectus Supplement and the timing thereof; (ii) the anticipated automatic conversion of the Special Warrants into Common Shares; (iii) the Company’s intention to complete a second tranche of the Offering and the timing thereof; and (iv) the intended use of proceeds from the Offering.

Article content

Forward-looking statements are based on management’s expectations, estimates and projections as of the date hereof and are subject to a number of assumptions, including, without limitation: (i) the Company’s ability to satisfy the conditions to closing of the additional tranches, including receipt of all required approvals (including CSE acceptance, as applicable); (ii) the Company’s ability to prepare, file and obtain a receipt for the Base Shelf and/or file the Prospectus Supplement within anticipated timelines; (iii) the availability of financing on acceptable terms and the continued interest of investors to participate in any additional tranche(s) of the Offering; (iv) that market conditions will remain generally supportive of the Company’s proposed financing activities; and (v) that the Company will be able to allocate the net proceeds from the Offering in the manner currently anticipated.

Article content

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or future events to differ materially from those expressed or implied by such forward-looking statements. Such risks include, among others: (i) the risk that the Company may not obtain required approvals (including acceptance by the CSE, as applicable) in a timely manner or at all; (ii) the risk that the Company may not file the Base Shelf and/or the Prospectus Supplement, or may not do so within the anticipated timeframe, which could delay or prevent the automatic conversion of the Special Warrants; (iii) the risk that the Company may not complete a second tranche of the Offering on the expected timeline or at all; (iv) changes in applicable laws, rules, regulations, policies or interpretations of regulatory authorities, including those relating to securities markets and digital assets; (v) general market, economic and business conditions, including volatility in digital asset markets (including ETH) and broader capital markets; and (vi) other risks described in the Company’s continuous disclosure filings available under the Company’s profile on SEDAR+.

Article content

Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements.

Article content

Article content

Article content

Article content

View source version on businesswire.com:

Article content

Article content

Article content

Contacts

Article content

On behalf of the Board of Directors

Article content

Article content

Daniel Liu,

Article content

Article content

Chief Executive Officer

Article content

Article content

Tel: (778) 200-4124

Article content

Article content

Email:

Article content

Article content

Article content

Article content

Article content