SATO Technologies Corp. Announces Annual General and Special Meeting, Including Proposed Stock Option Repricing, Term Extension, and Share Consolidation

SATO Technologies Corp. (TSXV: SATO,OTC:CCPUF) (OTCQB: CCPUF) ("SATO" or the "Company") today announced that it will hold its annual general and special meeting of shareholders (the "Meeting") on Monday, June 22, 2026, at 11:00 a.m. (Eastern Time) at 433 Broadway, Meeting Room 5, New York, NY. The record date for the Meeting is May 13, 2026. Meeting materials will be mailed to shareholders of record on or about May 26, 2026.

At the Meeting, shareholders will be asked to consider, and if thought appropriate, approve resolutions in respect of the matters set forth below. Full details will be set out in the Company's management information circular (the "Circular") to be filed on SEDAR+ (www.sedarplus.ca) and made available at www.bysato.com.

Matters to Be Considered at the Meeting

1. Election of directors and re-appointment of Davidson & Company LLP as auditor of the Company.
2. Share Consolidation - approving a consolidation of the Company's common shares (the "Common Shares") on the basis of a ratio of between five (5) and twenty-five (25) pre-consolidation Common Shares for one (1) post-consolidation Common Share, with the final ratio and timing to be determined by the board of directors of the Company.
3. Omnibus Equity Incentive Plan - approving the Company's omnibus equity incentive plan for the ensuing year, as required by the TSX Venture Exchange (the "TSXV").
4. Stock Option Repricing and Term Extension -approving the repricing and term extension of 5,845,507 outstanding stock options (the "Subject Options") held by directors, officers, employees, and consultants, as further described below.

Proposed Stock Option Repricing and Term Extension

Subject to disinterested shareholder approval and TSXV acceptance, the Company proposes to cancel and re-issue the Subject Options on the following terms:

• New exercise price: $ 0.121 per Common Share, representing a 5% premium to the closing price of the Common Shares on the TSXV on May 20, 2026.
• New expiry date: ten (10) years from the original grant date.
• Vesting: previously vested Subject Options will vest immediately upon re-issuance; previously unvested Subject Options will vest on their original vesting schedule.
• All other terms of the Subject Options will remain unchanged.

The repricing and term extension (the "Repricing") of the Subject Options is being undertaken to restore the long-term retention and incentive value of the Company's equity awards, all of which are currently materially underwater relative to the prevailing market price of the Common Shares.

Of the 5,845,507 Subject Options, 3,820,846 are held by insiders of the Company (the "Insider Options"). The original exercise price of the Insiders Options range from $0.185 and $0.64 per Common Share. The original expiry dates of the Insider Options are as follows: (i) 2,364,422 Insider Options expire on March 18, 2027, (ii) 355,000 Insider Options expire on March 5, 2028, (iii) Insider Options expire on September 27, 2028, and (iv) 1,071,424 Insider Options expire on March 30, 2030. Pursuant to TSXV Policy 4.4 - Security Based Compensation, the Repricing requires the approval of a simple majority of the votes cast at the Meeting by disinterested shareholders. The Repricing is also subject to the final acceptance of the TSXV.

CEO Comment

"This year's Meeting is an important step in aligning SATO's capital structure and equity incentives with the next chapter of the business," said Romain Nouzareth, Chairman & CEO. "The proposed share consolidation gives the Board the flexibility to optimize our share structure as we scale our pivot to AI compute infrastructure. The proposed option repricing and term extension keeps our team focused on the long-term value creation ahead, while preserving the discipline of disinterested shareholder approval. We thank our shareholders for their continued confidence and look forward to seeing them at the Meeting in New York."

On behalf of the Board,

Romain Nouzareth
Chairman & CEO, SATO Technologies Corp.

About SATO

SATO, founded in 2017, is a publicly listed company providing efficient computing power. The Company currently operates one data center tailored to provide computing power for Bitcoin Mining, but may look to expand or add additional data centers for computing power for Bitcoin Mining, High Power Computing ("HPC"), Artificial Intelligence ("AI"). The Company is listed on TSXV: SATO,OTC:CCPUF & OTCQB: CCPUF. To learn more about SATO, visit www.bysato.com.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Cautionary Statement Regarding Forward-Looking Information

This news release contains forward-looking statements within the meaning of applicable securities laws. All statements, other than statements of historical fact, that address activities, events, or developments that the Company believes, expects, or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include, without limitation, statements regarding: the holding of the Meeting, the matters to be considered at the Meeting, the proposed Share Consolidation, the proposed Repricing and term extension, the anticipated date of mailing of the Circular, and the receipt of disinterested shareholder approval and TSXV acceptance for the Repricing, the impact of the Repricing, and the Company's pivot to AI compute infrastructure.

Forward-looking statements reflect management's current expectations based on information available as of the date of this news release and are subject to a variety of risks and uncertainties that may cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, but are not limited to: the matters to be considered at the Meeting may not receive the required shareholder approvals or TSXV acceptance; market conditions; regulatory developments; volatility in digital asset markets (including fluctuations in the price of Bitcoin and other digital assets and the economics of cryptocurrency mining); general economic and market conditions; operational risks; and other risks identified in the Company's management's discussion and analysis for the years ended December 31, 2025 and 2024 filed on SEDAR+ (www.sedarplus.ca).

Although the Company believes that the assumptions underlying these forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties. Undue reliance should not be placed on such statements. Actual results may differ materially from those currently anticipated. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

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