New Era Energy & Digital, Inc. (Nasdaq: NUAI) (“New Era” or the “Company”), a developer and operator of next-generation digital infrastructure and integrated power assets in the Permian Basin, today announced that it has entered into a binding agreement to acquire Sharon AI’s 50% ownership interest in Texas Critical Data Centers LLC (“TCDC”). Upon closing, the transaction will result in New Era owning 100% of the development. TCDC is the Company’s flagship 1+ gigawatt hyperscale data center development located in Ector County outside Odessa, Texas.

Under the binding agreement, New Era will acquire Sharon AI’s entire 50% ownership interest in TCDC for total consideration of $70 million, structured across a combination of cash, equity, and a senior secured convertible promissory note, as disclosed in the Company’s Current Report on Form 8-K filed in connection with the transaction.

The $70 million consideration is structured as follows:

1. Cash Consideration. An upfront cash payment of $10 million, expected to be financed through loans or other non-equity financing arrangements. This component does not involve the issuance of New Era equity and is expected to be non-dilutive to existing shareholders.

2. Deferred Equity Consideration. A one-time deferred equity issuance with a fixed value of $10 million, payable on March 31, 2026, representing a time-defined equity obligation with dilution limited by the fixed value and deferred settlement.

3. Promissory Note Consideration. A $50 million senior secured promissory note maturing June 30, 2026, of which $40 million of the principal amount constitutes non-convertible debt. This instrument provides for a limited equity conversion right, rendering the financing minimally dilutive at the corporate level.

The transaction is subject to customary approvals, and New Era will provide additional updates as the transaction advances and commercial discussions continue to progress.

Upon closing, the transaction will bring TCDC under a single ownership structure as it enters its next phase of development. Management believes full ownership, combined with a strategic shift from a neocloud model to a “pick-and-shovel” approach, will support faster execution, clearer decision-making, and durable long-term value creation.

In parallel with the ownership agreement, New Era has also closed on the acquisition of an additional 203 contiguous acres adjacent to the TCDC site. The purchase expands the total development footprint to 438 acres, strengthening TCDC’s ability to support a large-scale, multi-phase 1+ gigawatt AI and HPC campus. Over the past twelve months, the project has advanced materially across land aggregation, engineering, power interconnection studies, and commercial engagement, with these workstreams progressing in parallel.

E. Will Gray II, CEO of New Era Energy & Digital, commented: “This buyout was structured to minimize dilution while maximizing our operational flexibility. Full ownership allows us to align capital with development, accelerating the project's execution and creating stronger long-term value for NUAI shareholders. We appreciate our partnership with Sharon AI, which was instrumental in advancing the TCDC project to this stage. As the campus now moves from planning into execution, we believe a simplified ownership structure is the right next step.”

About New Era Energy & Digital, Inc.

New Era Energy & Digital, Inc. (Nasdaq: NUAI) is a developer and operator of next-generation digital infrastructure and integrated power assets. With a growing portfolio of strategically located, vertically integrated resources including powered land and powered shells, the Company delivers turnkey solutions that enable hyperscale, enterprise, and edge operators to accelerate data center deployment, optimize total cost of ownership, and future-proof its infrastructure investments. For more information, visit: www.newerainfra.ai, and follow New Era Energy & Digital on LinkedIn and X.

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