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SATO Technologies Corp. (TSXV: SATO,OTC:CCPUF) ("SATO" or the "Company") is pleased to announce a non-brokered private placement (the "Offering") for aggregate gross proceeds of up to C$1,500,000, consisting of up to 15,000,000 units ("Units") of the Company at a price of C$0.10 per Unit.
Each Unit will consist of one common share (a "Common Share") and one-half of one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of $0.20 for a period of two (2) years from the date of issue, subject to acceleration.
The net proceeds of the Offering are intended to be used by the Company for the acquisition of infrastructure and related assets, advancement of the Company's strategic initiatives, satisfaction of existing obligations of the Company and its subsidiaries, and for general working capital and corporate purposes. The Company retains full discretion as to the allocation, timing, and prioritization of the use of proceeds described herein.
The Units will be issued by way of private placement: (a) in all provinces and territories of Canada under applicable prospectus exemptions; (b) in the United States to accredited investors pursuant to exemptions under Rule 506(b) of Regulation D under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), without general solicitation or advertising; and (c) in other jurisdictions on a private placement basis in compliance with applicable laws and without requiring any prospectus or registration filing. All securities issued under the Offering will be subject to a hold period of four months and one day in Canada in accordance with applicable securities laws.
Insiders of the Company may participate in the Offering. Any such participation would constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). If insiders do participate, the Company expects to rely 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, on the basis that the fair market value of the securities to be issued to insiders (or the consideration to be paid therefor), insofar as it involves interested parties, would not exceed 25% of the Company's market capitalization, calculated in accordance with MI 61-101.
The Company may pay finder's fees as permitted by applicable securities laws and the policies of the TSX Venture Exchange (the "TSXV").
The Offering remains subject to the Company's receipt of all necessary regulatory and other approvals, including the approval of the TSXV. Closing of the Offering may occur in one or more tranches. The Company intends to close the Offering as soon as possible following receipt of TSXV conditional approval.
Loan Settlement
The Company is also pleased to announce it has entered into a loan settlement agreement (the "Loan Settlement Agreement") with Sygnum Bank AG ("Sygnum") to settle the outstanding loan of its wholly-owned subsidiary, Canada Computational Unlimited Inc. ("CCU"), with Sygnum (the "Loan"). Pursuant to the Loan Settlement Agreement, Sygnum will retain all Bitcoin ("BTC") currently held in the relevant accounts held with Sygnum, being approximately 6.69 BTC and CCU will make a cash payment of CHF150,000, in full satisfaction of the Loan and full release of all of the obligations of CCU and the Company in connection with the Loan. The settlement of the Loan eliminates all the Company's senior secured indebtedness, leaving the Company free of secured debt as it advances the AI conversion of its Joliette facility. The cash payment will be paid using a portion of the proceeds of the Offering.
Romain Nouzareth, CEO and Chairman of SATO, commented: "This is a turning point for SATO. With the settlement of our senior secured debt and this financing, we move forward with a clean balance sheet and a singular focus: converting our energy capacity into AI infrastructure — starting with our Joliette facility in Québec and, as previously announced, the phased AI campus project in Bhutan designed to serve India's fast-growing AI market. We believe access to sovereign AI compute, powered by clean energy, will be one of the defining needs of the coming decade, and SATO intends to build for it. We thank Sygnum for the constructive resolution, and our investors for backing what comes next."
Debt Settlement
The Company also announces that it was indebted to a certain creditor in the amount of C$25,000 as of August 7, 2026 (the "Indebtedness"), pursuant to a consulting agreement (the "Consulting Agreement"). The Indebtedness represented payments for services accrued under the Consulting Agreement and were not considered investor relations services (as defined in the policies of the TSXV).
The Company has entered into a debt settlement agreement with the creditor pursuant to which the parties agreed that the Indebtedness would be settled through the issuance of 250,000 Units of the Company at a deemed price of C$0.10 per Unit, being the same price and on the same terms as the Units issued under the Offering, for an aggregate deemed value of C$25,000, which constitutes full and final satisfaction of the Indebtedness. The creditor is an arm's length party to the Company and the issuance of the Units in connection with the debt settlement did not result in the creation of a new Insider or Control Person of the Company (as such terms are defined in the TSXV's policies). The securities issued in connection with the debt settlement are subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.
The debt settlement remains subject to the Company's receipt of all necessary regulatory and other approvals, including the approval of the TSXV.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any 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 (as defined under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On behalf of the board,
Romain Nouzareth, CEO and Chairman
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, and is advancing the conversion of its Joliette, Québec facility to artificial intelligence and high-performance computing workloads. The Company is listed on (TSXV: SATO,OTC:CCPUF) & (OTCQB: CCPUF). To learn more about SATO, visit www.bysato.com.
For additional information, please contact:
Investor Relations:
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: completion of the Offering (including its size, structure and timing), the issuance of Units, the terms of the Warrants, subscriber participation, the intended use of proceeds, the impact of the Offering on the Company, the settlement with Sygnum and the impact on the Company, the debt settlement in connection with the Consulting Agreement, the Company's future projects, and the receipt of all required approvals, including approval of the TSXV.
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 Company may not complete the Offering on the terms described or at all; the TSXV may not approve the Offering or the debt settlement in connection with the Consulting Agreement; the conditions to closing may not be satisfied; the proceeds of the Offering may not be used as currently anticipated; the Offering and the settlement of the Loan may not position the Company as intended; the Company may not complete its planned AI related projects, volatility in digital asset markets; 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 TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) 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/311127
