NUAI · New Era Energy & Digital, Inc.

The Company issued 893,724 shares to SharonAI as an adjustment under the January 16, 2026 Purchase Agreement for acquiring Texas Critical Data Centers LLC, reflecting the difference caused by the timing of the April 10 underwritten public Offering relative to the March 31 equity payment of 2,091,351 shares and $9.85 million cash. Similarly, 1,522,389 shares were issued to Zachary Yi Zhou upon the Note's maturity triggered by the Offering as a Qualified Equity Financing. Both issuances relied on the Section 4(a)(2) exemption, avoiding registration requirements. These transactions increase shares outstanding to 93,522,797, diluting existing shareholders. The Special Meeting postponement by one day addresses supplemental disclosures post-Proxy Statement filing on March 16, maintaining the agenda for stockholder approval of shares exceeding the 19.99% Share Cap, critical for full acquisition consideration fulfillment. Record date holders retain voting rights, with proxies valid. Additionally, prepayment notice for the $50 million Convertible Note allows SharonAI a narrow window to convert up to 20%, with the rest paid in cash, signaling intent to reduce debt obligations post-Offering proceeds.