NUAI · New Era Energy & Digital, Inc.

This filing reflects a pivotal financing milestone for New Era Energy & Digital, combining debt drawdown and unregistered equity issuance under a single strategic arrangement with Macquarie. The full $20 million drawdown of Term Loan A-1 provides immediate, committed capital specifically earmarked for Texas Critical Data Centers LLC (TCDC) development — notably for long-lead equipment procurement and site work — accelerating execution beyond Phase 1 as stated in Exhibit 99.1. Simultaneously, the issuance of 1,000,520 unregistered shares and warrants for 400,208 shares at $4.9974 embeds Macquarie’s alignment as both lender and equity participant, with the warrants carrying a five-year term and standard anti-dilution protections (including change-of-control provisions). Critically, the Registration Rights Agreement obligates the Company to file a shelf registration statement within 30 days, granting Macquarie liquidity via Rule 415 resale — a material concession that reduces investor concerns about lock-up risk and enhances market confidence in the capital structure’s flexibility. Together, these actions transform the balance sheet by adding $25 million in combined debt and equity capital (plus $5 million additional equity investment referenced in Exhibit 99.1), while eliminating prior liens from the SharonAI note. The integration of debt, equity, and registration rights signals institutional validation and de-risks near-term TCDC execution, directly supporting management’s stated objective of advancing commercialization amid strong demand for AI infrastructure.