Original News Release
Sato closes offering tranches for total of $1.37M
Mr. Romain Nouzareth reports
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
Further to the news release dated March 16, 2026, Sato Technologies Corp. has closed the second and final tranche of its non-brokered private placement. Aggregate gross proceeds from the first and second tranches of the offering totalled $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 at a price of 6.375 cents per unit, generating gross proceeds of approximately $507,792.
As part of this transaction and the company's artificial intelligence infrastructure development program, Sato welcomes Zac Smith and Jacob Smith as new shareholders and advisers. Zac Smith and Jacob Smith are digital infrastructure veterans who co-founded bare metal start-up Packet (acquired by Equinix for $335-million 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 buildout of its digital infrastructure platform, including the development of high performance AI compute capacity alongside its continuing cryptocurrency mining operations, all powered by renewable energy in Quebec.
Each unit issued in connection with the second tranche of the offering consists of one common share and one common share purchase warrant, with each warrant entitling the holder to acquire one additional common share at an exercise price of 8.5 cents per common share during the first year following the date of issuance, and 10 cents per common share thereafter, until March 23, 2031.
In connection with the offering, the company issued finder warrants to eligible persons equal to 6 per cent of the number of units sold by such persons. The finder warrants are exercisable at a price of 10 cents per share until March 23, 2031. No cash finders' 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 continuing operational needs, with offering proceeds deployed to supplement such financing 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.
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). 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 per cent 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, chief executive officer of Sato Technologies. "As we advance our development of AI-optimized compute capabilities in Quebec, 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."
About Sato Technologies Corp.
Sato, founded in 2017, is a publicly listed digital infrastructure company transitioning from cryptocurrency mining to AI compute. The company currently operates a 20-megawatt data centre in Quebec powered by 100 per cent renewable hydroelectricity, with plans to develop AI factory capacity across multiple sites. The company is listed on the TSX Venture Exchange and the OTCQB.
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