New Era acquires remaining 50% of TCDC for $70M; partners with Primary Digital to co-develop 1+ GW campus

New ERA Energy & Digital, Inc.

• Closed acquisition of SharonAI's 50% interest in Texas Critical Data Centers for $70M: $10M cash, $10M equity, $50M convertible note.
• Convertible note carries 10% interest, matures June 30, 2026; conversion price floored at 20% of $4.33 closing price.
• Waiver with ATW AI Infrastructure reduces warrant exercise price to $2.00 and opens up to $60M in convertible preferred stock negotiations.
• Partners with Primary Digital Infrastructure to co-develop a 1+ gigawatt hyperscale data center campus in Ector County, Texas.
• Expects to sign a hyperscale anchor tenant in line with previous guidance; project shifts from planning to execution.