New Era Helium finalizes 50/50 JV with Sharon AI for 250MW net-zero data center; issues $3M convertible note

New ERA Energy & Digital, Inc.

Finalized 50/50 JV with Sharon AI to form Texas Critical Data Centers LLC for a 250MW net-zero energy data center in Permian Basin; each contributed $75,000.
Negotiating long-term gas supply agreement with TCDC; expects fixed price for 5 years plus three 5-year options (up to 20 years) within 30 days.
Final site selection expected Q1 2025; pursuing 45Q tax credits for carbon capture and storage.
Issued $3.0M senior secured convertible note on Jan 16, 2025 (net $2.79M after 7% OID); 10% interest, 15-month term, convertible at $10/share.
Conversion price subject to dilution adjustments and floor price reset to 20% of VWAP every 6 months starting July 15, 2025; 4.99% beneficial ownership cap.

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