SATO Technologies Corp. Announces Upsize of Private Placement to $1.4 Million and Closes First Tranche Backed by Management and Insiders

Executive Summary

• SATO Technologies Corp. upsized its non‑brokered private placement to a total potential gross proceeds of up to C$1,400,000 (C$1,050,000 from Units and C$350,000 from convertible debenture units).
• The first tranche closed with aggregate gross proceeds of US$867,381.82, comprising 8,272,655 Units at $0.06375 each ($527,381.82) and 340 Debenture Units at $1,000 each ($340,000).
• Net proceeds will be used for working capital and general corporate purposes; the company also settled a US$25,000 consulting‑agreement debt by issuing 534,980 Units at the same price.

Key Details

• Offering Structure
• Units: Up to 16,470,587 units @ C$0.06375 per unit → up to C$1,050,000. Each Unit = 1 common share + 1 warrant (exercise $0.085 first year, $0.10 thereafter, expires 16 Mar 2031).
• Convertible Debenture Units: Up to 350 units → up to C$350,000. Each unit includes a C$1,000 unsecured convertible debenture (15% annual interest, payable quarterly in cash or shares) and detachable warrants (exercise $0.10 until 16 Mar 2029).
• First Tranche Results – US$867,381.82 gross proceeds:
• 8,272,655 Units sold @ $0.06375 = US$527,381.82.
• 340 Debenture Units sold @ $1,000 each = US$340,000.
• Use of Proceeds: Working capital and general corporate purposes; supplement existing cash flow from cryptocurrency mining operations and support broader corporate initiatives.
• Subscription Details – First tranche subscribed primarily by insiders: CEO/Chairman Romain Nouzareth, Director Mathieu Nouzareth, CFO Kyle Appleby, plus two independent directors and a Québec operating partner. An arm‑length subscriber purchased 2,080,000 Units; insiders took 6,192,655 Units and all 340 Debenture Units.
• Related Party Transaction: Insiders’ purchases represent ≤25% of market cap, qualifying for MI 61‑101 exemption (no minority shareholder approval required).
• Debt Settlement – Paid off a US$25,000 (C$34,105) consulting‑agreement liability by issuing 534,980 Units at the same $0.06375 price; securities subject to statutory hold period.
• Early Warning Disclosures – Post‑offering holdings:
• Mathieu Nouzareth: 14,142,894 common shares (≈17.23% non‑diluted; ≈25.40% fully diluted).
• Romain Nouzareth: 11,079,552 common shares (≈13.50% non‑diluted; ≈25.26% fully diluted).
• Regulatory Conditions: Offering remains subject to receipt of all required approvals, including final TSXV acceptance.

Notable Quotes

“This is the most aligned capital raise I've been part of,” said Romain Nouzareth, CEO and Chairman. “When your co‑founder, your CFO, your board, and your local operating partner all invest alongside you, it says more than any pitch deck.”