SATO Technologies Corp. Announces the Closing of Its Previously Announced Private Placement

SATO Technologies Corp. (TSXV: SATO,OTC:CCPUF) ("SATO" or the "Company") is pleased to announce the closing of its previously announced non-brokered private placement (the "Offering") for aggregate gross proceeds C$1,498,854, consisting of 14,988,540 units ("Units") of the Company at a price of C$0.10 per Unit.

Each Unit consists 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, the advancement of the Company's strategic initiatives, the 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. In connection with the Offering, the Company paid a cash commission equal to 7% of the gross proceeds raised from subscribers introduced to the Company by a finder.

Two insiders of the Company participated in the Offering and are considered to be "related parties" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the issuances are considered to be related party transactions within the meaning of MI 61-101 but are exempt from the formal valuation and minority approval requirements of MI 61-101 pursuant to the exemptions contained in sections 5.5(a) and 5.7(1)(a), respectively, as neither the fair market value of the Common Shares subscribed for by the insiders, nor the consideration for the Common Shares paid by such insiders, exceeded 25% of the Company's market capitalization.

"This financing supports the conversion of our Joliette facility to AI and high-performance computing as we build sovereign compute capacity in Québec, and the development of our previously announced project in Bhutan, positioned to serve the fast-growing demand for compute in India," said Romain Nouzareth, CEO and Chairman. "We thank our new and existing shareholders, including our insiders, for their continued support."

Closing of the Offering remains subject to receipt of final approval of the TSX Venture Exchange.

All dollar amounts in this news release are expressed in Canadian dollars.

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.

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 Company,
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.

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 completion of the Offering, 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 TSXV not approving the Offering; the proceeds of the Offering not being used as currently anticipated; the Company not completing its planned AI-related projects; volatility in digital asset markets; general market conditions; and other factors outside the Company's control.

The forward-looking information in this news release is based on several key assumptions and material factors, including the receipt of final acceptance from the TSXV. 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/313212