Mr. Romain Nouzareth reports

SATO TECHNOLOGIES CORP. ANNOUNCES PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO C$1.3 MILLION

Sato Technologies Corp. has arranged a non-brokered private placement for aggregate gross proceeds of up to $1.3-million, consisting of: (i) up to 14,901,960 units of the company at a price of 6.375 cents per unit for proceeds of up to $950,000; and (ii) up to 350 convertible debenture units for proceeds of up to $350,000.

Each unit will consist of one common share and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at an exercise price of 8.5 cents per common share during the first year following the date of issuance and 10 cents per common share thereafter, until the expiry of the warrants five years from the date of issuance.

Each debenture unit will consist of a $1,000 principal amount unsecured convertible debenture and detachable warrants equal to the number of common shares issuable upon full conversion of the debenture. The debentures will bear annual interest of 15 pepr cent, payable quarterly in cash or common shares, at the option of the holder, with any share-settled interest being subject to the approval of the TSX Venture Exchange, and priced in accordance with applicable TSX-V policies at the time of payment. The debentures will mature three years from the date of issue. The debentures will be convertible, at the option of the holder, into common shares of the company at a conversion price of 8.5 cents per common share during the first year following the date of issuance and 10 cents per common share thereafter until the maturity date.

The debentures will be unsecured, subject to a springing first-priority lien upon repayment or release of the company's loan facility with Sygnum Bank AG, and will rank pari passu with all other debentures issued under the offering. Each detachable warrant will entitle the holder to purchase one common share at an exercise price of 10 cents for a period of three years from the date of issue.

The net proceeds of the offering will be used for working capital and general corporate purposes. Consistent with its capital management strategy, the company intends to prioritize revenues from its cryptocurrency mining operations and existing cash flows for continuing operational needs, with offering proceeds deployed to supplement such financing and support broader corporate purposes as management deems appropriate. The company retains full discretion as to the allocation, timing and prioritization of the use of proceeds described herein.

The offered securities 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 four-month hold period 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 cetn of the company's market capitalization, calculated in accordance with MI 61-101.

The offering remains subject to the company's receipt of all necessary regulatory and other approvals, including the approval of the TSX-V, and the company intends to close the offering as soon as possible following receipt of TSX-V conditional approval.

The company also announces that it is indebted to a certain creditor in the amount of $25,000 (U.S.) ($34,105 (Canadian)) as of Feb. 28, 2026, pursuant to a consulting agreement. The indebtedness represents payments for services accrued under the consulting agreement and are not considered investor relations services (as defined in the policies of the TSX-V). The company has elected to settle the indebtedness by issuing 534,980 units, on the same terms as those units issued under the offering. The settlement of the indebtedness through the issuance of the units remains subject to the approval of the TSX-V. All units issued to settle the indebtedness will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws. The creditor is an arm's-length party to the company and the issuance of the units in connection with the settlement of the indebtedness will not result in the creation of a new insider or control person.

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, but may look to expand or add additional data centres for computing power for bitcoin mining, high-power computing (HPC) and artificial intelligence (AI). The company is listed on the TSX-V under the symbol SATO and on OTCQB under the symbol CCPUF.

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