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Sato Technologies Corp
Symbol SATO
Shares Issued 90,050,785
Close 2026-08-24 C$ 0.09
Market Cap C$ 8,104,571
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Sato Technologies arranges $1.5-million financing

2026-08-24 21:40 ET - News Release

Mr. Romain Nouzareth reports

SATO TECHNOLOGIES CORP. ANNOUNCES LOAN SETTLEMENT ELIMINATING ALL OF ITS SENIOR SECURED DEBT AND C$1.5 MILLION PRIVATE PLACEMENT

Sato Technologies Corp. has arranged a non-brokered private placement for aggregate gross proceeds of up to $1.5-million, consisting of up to 15 million units of the company at a price of 10 cents per unit.

Each unit will consist of one common share and one-half of one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at an exercise price of 20 cents for a period of two 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, for advancement of the company's strategic initiatives, for 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.

The units will be issued by way of private placement: (a) in all provinces and territories of Canada under applicable prospectus exemptions; (b) in the United States to accredited investors pursuant to exemptions under Rule 506(b) of Regulation D under the U.S. Securities Act of 1933, as amended, without general solicitation or advertising; and (c) in other jurisdictions on a private placement basis in compliance with applicable laws and without requiring any prospectus or registration filing. All securities issued under the offering will be subject to a hold period of four months and one day in Canada in accordance with applicable securities laws.

Insiders of the company may participate in the offering. Any such participation would constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. If insiders do participate, the company expects to rely 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, on the basis that the fair market value of the securities to be issued to insiders (or the consideration to be paid therefor), insofar as it involves interested parties, would not exceed 25 per cent of the company's market capitalization, calculated in accordance with MI 61-101.

The company may pay finders' fees as permitted by applicable securities laws and the policies of the TSX Venture Exchange.

The offering remains subject to the company's receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange. 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 TSX-V conditional approval.

Loan settlement

The company is also pleased to announce it has entered into a loan settlement agreement with Sygnum Bank AG to settle the outstanding loan of its wholly owned subsidiary, Canada Computational Unlimited Inc. (CCU), with Sygnum. Pursuant to the loan settlement agreement, Sygnum will retain all bitcoin (BTC) currently held in the relevant accounts held with Sygnum, being approximately 6.69 BTC, and CCU will make a cash payment of 150,000 Swiss francs, in full satisfaction of the loan, and full release of all of the obligations of CCU and the company in connection with the loan. The settlement of the loan eliminates all the company's senior secured indebtedness, leaving the company free of secured debt as it advances the AI (artificial intelligence) conversion of its Joliette facility. The cash payment will be paid using a portion of the proceeds of the offering.

Romain Nouzareth, chief executive officer and chairman of Sato, commented: "This is a turning point for Sato. With the settlement of our senior secured debt and this financing, we move forward with a clean balance sheet and a singular focus: converting our energy capacity into AI infrastructure -- starting with our Joliette facility in Quebec and, as previously announced, the phased AI campus project in Bhutan designed to serve India's fast-growing AI market. We believe access to sovereign AI compute, powered by clean energy, will be one of the defining needs of the coming decade and Sato intends to build for it. We thank Sygnum for the constructive resolution and our investors for backing what comes next."

Debt settlement

The company also announces that it was indebted to a certain creditor in the amount of $25,000 as of Aug. 7, 2026, pursuant to a consulting agreement. The indebtedness represented payments for services accrued under the consulting agreement and were not considered investor relations services (as defined in the policies of the TSX-V).

The company has entered into a debt settlement agreement with the creditor pursuant to which the parties agreed that the indebtedness would be settled through the issuance of 250,000 units of the company at a deemed price of 10 cents per unit, being the same price and on the same terms as the units issued under the offering, for an aggregate deemed value of $25,000, which constitutes full and final satisfaction of the indebtedness. The creditor is an arm's-length party to the company and the issuance of the units in connection with the debt settlement did not result in the creation of a new insider or control person of the company (as such terms are defined in the TSX-V's policies). The securities issued in connection with the debt settlement are subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

The debt settlement remains subject to the company's receipt of all necessary regulatory and other approvals, including the approval of the TSX-V.

About Sato Technologies Corp.

Sato, founded in 2017, is a publicly listed company providing efficient computing power. The company currently operates one data centre tailored to provide computing power for bitcoin mining, and is advancing the conversion of its Joliette, Que., facility to artificial intelligence and high performance computing workloads. The company is listed on the TSX-V and OTCQB.

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