SATO Technologies Corp. Announces Completion of Previously Announced Debt Settlement

SATO converts C$25,000 of consulting debt into equity units and warrants, pending final TSXV approval and subject to a statutory hold period.

Rhea-AI Summary

SATO Technologies Corp. (CCPUF/TSXV: SATO) has completed a previously announced debt settlement by issuing 250,000 units at a deemed price of C$0.10 per unit to extinguish C$25,000 of indebtedness under a consulting agreement.

Each unit comprises one common share and one-half common share purchase warrant, with each whole warrant exercisable at C$0.20 per share for two years, subject to acceleration under its terms. The creditor is an arm's length party, and the issuance does not create a new insider or control person as defined by TSXV policies. The settlement remains subject to final TSXV approval, and all securities issued are subject to a four-month-and-one-day statutory hold period from issuance under applicable securities laws. All figures are in Canadian dollars.

Positive

• C$25,000 of consulting indebtedness eliminated via equity-based settlement
• Issued 250,000 units instead of cash, preserving near-term liquidity
• No new insider or control person created by the unit issuance

Negative

• Equity settlement introduces potential dilution with 250,000 shares and attached warrants
• Debt settlement still subject to final TSXV approval, adding closing uncertainty

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Toronto, Ontario--(Newsfile Corp. - September 22, 2026) - SATO Technologies Corp. (TSXV: SATO) ("SATO" or the "Company") is pleased to announce that it has completed its previously announced debt settlement pursuant to which it issued 250,000 units of the Company (the "Units") at a deemed price of C$0.10 per Unit, for an aggregate deemed value of C$25,000, in full and final settlement of indebtedness in the amount of C$25,000 (the "Indebtedness") owed to a certain creditor as of August 7, 2026, pursuant to a consulting agreement (the "Consulting Agreement"). The Indebtedness represented payments for services accrued under the Consulting Agreement and was not considered investor relations services (as defined in the policies of the TSX Venture Exchange (the "TSXV").

Each Unit consists of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional Common Share at an exercise price of C$0.20 per Common Share for a period of two years from the date of issuance, subject to acceleration in accordance with its terms. The creditor was 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 TSXV's policies).

The debt settlement remains subject to the final approval of the TSXV and 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.

All dollar amounts in this news release are expressed in Canadian dollars.

On behalf of the Company,
Romain Nouzareth, CEO and Chairman

About SATO

SATO, founded in 2017, is a publicly listed company providing efficient computing power. The Company currently operates one data center tailored to provide computing power for Bitcoin Mining, and is advancing the conversion of its Joliette, Québec facility to artificial intelligence and high-performance computing workloads. The Company is listed on (TSXV: SATO) & (OTCQB: CCPUF). To learn more about SATO, visit www.bysato.com.

For additional information, please contact:
Investor Relations:
invest@bysato.com
Phone: +1 (347) 280 3663

Forward-Looking Statements Disclaimer

This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include, without limitation, statements regarding the completion of the debt settlement, the Company's future projects, and the receipt of all required approvals, including approval of the TSXV.

Forward-looking statements reflect management's current expectations based on information available at the time of this news release and are subject to a variety of risks and uncertainties that may cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, but are not limited to, the TSXV not approving the debt settlement; the Company not completing its planned AI-related projects; volatility in digital asset markets; general market conditions; and other factors outside the Company's control.

The forward-looking information in this news release is based on several key assumptions and material factors, including the receipt of final acceptance from the TSXV. Although the Company believes that the assumptions underlying these forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and involve inherent uncertainties and risks. Undue reliance should not be placed on such statements. Actual results may differ materially from those currently anticipated.

The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315545

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of the warrants included in SATO's debt settlement units?

Each unit includes one-half of one common share purchase warrant. Each whole warrant allows the holder to buy one additional common share at an exercise price of C$0.20 per share for a period of two years from the date of issuance, subject to acceleration in accordance with its terms.

Are the securities issued in the SATO debt settlement freely tradable immediately?

No. The securities issued under 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.

What kind of services did the settled indebtedness relate to?

The C$25,000 indebtedness represented payments for services accrued under a consulting agreement and was not considered investor relations services as defined in TSX Venture Exchange policies.

What approvals are still required for SATO's debt settlement to be fully effective?

The debt settlement remains subject to the final approval of the TSX Venture Exchange (TSXV). Until that approval is granted, the transaction is not fully finalized under exchange rules.