The Conversation (0)
SATO Technologies Corp. (TSXV: SATO,OTC:CCPUF) (OTCQB: CCPUF) ("SATO" or the "Company") is pleased to announce that, further to its news release dated March 16, 2026, it has successfully closed the second and final tranche of its non-brokered private placement (the "Offering"). Aggregate gross proceeds from the first and second tranches of the Offering totaled $1,375,173.82.
The Offering was supported by new strategic investors, including Zac Smith and Jacob Smith, recognized leaders in digital infrastructure and cloud computing.
In connection with the closing of the second tranche, the Company issued 7,965,370 units (the "Units") at a price of $0.06375 per Unit, generating gross proceeds of approximately $507,792.
As part of this transaction and the Company's AI infrastructure development program, SATO welcomes Zac Smith and Jacob Smith as new shareholders and advisors. Zac and Jacob are digital infrastructure veterans who co-founded bare metal startup Packet (acquired by Equinix for $335M in 2020) and now Datum, an open network cloud for AI.
Their experience in automated compute, developer ecosystems, and enterprise go-to-market adds strategic depth as SATO continues to enhance and diversify its existing digital infrastructure platform, including the development of AI-optimized compute capabilities that complement its established operations.
The Offering supports SATO's continued build-out of its digital infrastructure platform, including the development of high-performance AI compute capacity alongside its ongoing cryptocurrency mining operations, all powered by renewable energy in Québec.
Each Unit issued in connection with the second tranche of the Offering consists of one common share (a "Common Share") and one common share purchase warrant (a "Warrant"), with each Warrant entitling the holder to acquire one additional Common Share at an exercise price of $0.085 per Common Share during the first year following the date of issuance, and $0.10 per Common Share thereafter, until March 23, 2031.
In connection with the Offering, the Company issued finder's warrants ("Finder Warrants") to eligible persons equal to 6% of the number of Units sold by such persons. The Finder Warrants are exercisable at a price of $0.10 per share until March 23, 2031. No cash finder's fees or other commissions were paid in connection with the Offering.
The net proceeds of the Offering will be used for working capital and general corporate purposes. Consistent with its capital management strategy, the Company intends to prioritize revenues from its cryptocurrency mining operations and existing cash flows for ongoing operational needs, with Offering proceeds deployed to supplement such funding and support broader corporate purposes as management deems appropriate. The Company retains full discretion as to the allocation, timing, and prioritization of the use of proceeds described herein.
The Offered Securities were offered and sold by way of private placement: (a) in all provinces and territories of Canada pursuant to applicable prospectus exemptions; (b) in the United States to accredited investors in reliance on exemptions from registration under Rule 506(b) of Regulation D under the U.S. Securities Act of 1933, as amended, without general solicitation or advertising; and (c) in other jurisdictions on a private placement basis in compliance with applicable securities laws and without requiring any prospectus or registration filing. All securities issued under the Offering are subject to a four-month and one-day statutory hold period in Canada in accordance with applicable securities laws. Securities issued to investors in the United States are subject to resale restrictions under applicable U.S. securities laws.
Certain insiders of the Company participated in the Offering, which participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Under the final tranche of the Offering, insiders of the Company subscribed for an aggregate of 476,547 Units for gross proceeds to the Company of approximately $30,380. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set out in sections 5.5(a) and 5.7(1)(a), respectively, as the fair market value of the securities issued to insiders, and the consideration paid therefor, did not exceed 25% of the Company's market capitalization, as calculated in accordance with MI 61-101.
The Offering remains subject to the final acceptance of the TSX Venture Exchange.
"We are pleased to close this financing, which represents another step in expanding and strengthening our digital infrastructure platform," said Romain Nouzareth, CEO of SATO Technologies. "As we advance our development of AI-optimized compute capabilities in Québec, bringing on Zac and Jacob-who have built and scaled foundational infrastructure platforms used globally-adds immediate depth to our execution. We are enhancing our high-performance, renewable-powered infrastructure to support emerging AI workloads alongside our existing operations, and their involvement reinforces both our strategy and long-term positioning."
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the Securities in the United States. The Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About SATO
SATO, founded in 2017, is a publicly listed digital infrastructure company transitioning from cryptocurrency mining to AI compute. The Company currently operates a 20 MW data center in Québec powered by 100% renewable hydroelectricity, with plans to develop AI factory capacity across multiple sites. The Company is listed on TSXV: SATO & OTCQB: CCPUF. To learn more about SATO, visit www.bysato.com.
For additional information, please contact:
SATO Technologies Corp.
Romain Nouzareth, CEO
Email: invest@bysato.com
Phone: +1 (347) 280 3663
Forward-Looking Statements Disclaimer
This news release contains forward-looking statements. 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 intended use of proceeds, and the receipt of all required approvals, including final approval of the TSX Venture Exchange.
Forward-looking statements reflect management's current expectations based on information available at the time 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 TSX Venture Exchange may not approve the Offering; the proceeds of the Offering may not be used as currently anticipated; volatility in digital asset markets (including fluctuations in the price of Bitcoin and other digital assets and the economics of cryptocurrency mining); general market conditions; and other factors outside the Company's control. 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 uncertainties and risks. 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.
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.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/289627
