Mr. Romain Nouzareth reports
SATO TECHNOLOGIES CORP. ANNOUNCES THE CLOSING OF ITS PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT
Sato Technologies Corp. has closed its previously announced non-brokered private placement for aggregate gross proceeds $1,498,854, consisting of 14,988,540 units of the company at a price of 10 cents per unit.
Each unit consists 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, the advancement of the company's strategic initiatives, the satisfaction of existing obligations of the company and its subsidiaries, and 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. In connection with the offering, the company paid a cash commission equal to 7 per cent of the gross proceeds raised from subscribers introduced to the company by a finder.
Two insiders of the company participated in the offering and are considered to be related parties within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Accordingly, the issuances are considered to be related-party transactions within the meaning of MI 61-101 but are exempt from the formal valuation and minority approval requirements of MI 61-101 pursuant to the exemptions contained in sections 5.5(a) and 5.7(1)(a), respectively, as neither the fair market value of the common shares subscribed for by the insiders, nor the consideration for the common shares paid by such insiders exceeded 25 per cent of the company's market capitalization.
"This financing supports the conversion of our Joliette facility to AI and high performance computing as we build sovereign compute capacity in Quebec, and the development of our previously announced project in Bhutan positioned to serve the fast-growing demand for compute in India," said Romain Nouzareth, chief executive officer and chairman. "We thank our new and existing shareholders, including our insiders, for their continued support."
Closing of the offering remains subject to receipt of final approval of the TSX Venture Exchange.
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-V. 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.
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 the OTCQB.
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