SATO Technologies Corp. Announces Private Placement for Gross Proceeds of Up To C$1.3 Million

Core Viewpoint - SATO Technologies Corp. is conducting a non-brokered private placement to raise up to C$1,300,000 through the issuance of units and convertible debenture units, aimed at supporting working capital and corporate purposes [1][5]. Group 1: Offering Details - The Offering consists of up to 14,901,960 units priced at $0.06375 per unit, potentially raising C$950,000, and up to 350 convertible debenture units for an additional C$350,000 [1]. - Each unit includes one common share and one warrant, allowing the purchase of an additional common share at an exercise price of $0.085 in the first year and $0.10 thereafter, valid for five years [2]. - Each debenture unit comprises a C$1,000 principal amount unsecured convertible debenture with a 15% annual interest rate, maturing in three years, and convertible into common shares at $0.085 in the first year and $0.10 thereafter [3][4]. Group 2: Use of Proceeds - The net proceeds from the Offering will be allocated for working capital and general corporate purposes, with a focus on supporting cryptocurrency mining operations and other corporate needs as deemed appropriate by management [5]. Group 3: Regulatory and Insider Participation - The Offered Securities will be issued under private placement exemptions in Canada and the U.S., with a four-month hold period applicable in Canada [6]. - Insiders may participate in the Offering, which would be considered a related party transaction, and the company expects to rely on exemptions from formal valuation and minority shareholder approval requirements [7]. Group 4: Indebtedness Settlement - The company has an outstanding indebtedness of USD$25,000 (C$34,105) as of February 28, 2026, which will be settled by issuing 534,980 units under the same terms as the Offering, pending TSXV approval [9].