SATO Technologies Corp. Announces Closing of Second and Final Tranche of $1.375 Million Private Placement and Welcome Former Packet Founders Zac Smith and Jacob Smith as Strategic Investors

Executive Summary

• SATO Technologies Corp. closed the second and final tranche of its non‑brokered private placement, bringing total gross proceeds to approximately $1.38 M.
• The company issued 7,965,370 units at $0.06375 per unit, generating ~$507,792 in this tranche; insiders purchased 476,547 units for ~$30,380.
• Proceeds will be used for working capital and general corporate purposes, primarily to support the build‑out of AI‑optimized compute capacity alongside existing renewable‑powered cryptocurrency mining operations.

Key Details

• Total Offering Size: First + second tranches grossed $1,375,173.82.
• Units Issued (2nd Tranche): 7,965,370 units at $0.06375 each → ~$507,792 gross proceeds.
• Unit Composition: Each unit = 1 common share + 1 common‑share purchase warrant.
• Warrant Terms:
• Exercise price $0.085 per share during the first year after issuance, then $0.10 thereafter, exercisable until March 23 2031.
• Finder Warrants: Equal to 6% of units sold by each finder; exercise price $0.10 per share, same expiry date. No cash finder's fees paid.
• Insider Participation (Related‑Party Transaction): Insiders subscribed for 476,547 units → ~$30,380 gross proceeds. Exempt from MI 61‑101 valuation and minority approval thresholds.
• Strategic Investors/Advisors Added: Zac Smith and Jacob Smith (digital infrastructure veterans) joined as shareholders and advisors.
• Use of Proceeds: Working capital and general corporate purposes; to supplement cash flow from cryptocurrency mining and fund AI compute platform expansion.
• Regulatory Details: Private placement conducted under applicable prospectus exemptions in Canada, Rule 506(b) in the U.S.; securities subject to a 4‑month‑plus‑1‑day hold period in Canada and resale restrictions in the U.S. Final acceptance by TSX Venture Exchange pending.

Notable Quotes

“We are pleased to close this financing, which represents another step in expanding and strengthening our digital infrastructure platform,” said Romain Nouzareth, CEO, highlighting the strategic importance of AI‑optimized compute development and the addition of Zac and Jacob as advisors.