SATO Technologies Corp. Announces Loan Settlement Eliminating All of Its Senior Secured Debt and C$1.5 Million Private Placement

SATO Technologies Corp. is pleased to announce a non-brokered private placement for aggregate gross proceeds of up to C$1,500,000, consisting of up to 15,000,000 units of the Company at a price of C$0.10 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 $0.20 for a period of two (2) 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, advancement of the Company's strategic initiatives, 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 in all provinces and territories of Canada under applicable prospectus exemptions; 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 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% of the Company's market capitalization, calculated in accordance with MI 61-101. The Company may pay finder's 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 TSXV. 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 TSXV 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., with Sygnum. Pursuant to the loan settlement agreement, Sygnum will retain all Bitcoin currently held in the relevant accounts held with Sygnum, being approximately 6.69 BTC and CCU will make a cash payment of CHF150,000, 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 conversion of its Joliette facility. The cash payment will be paid using a portion of the proceeds of the offering. Romain Nouzareth, CEO and Chairman of SATO, commented: " This is a turning point...