Sharon AI Holdings Announces Accelerated Receipt of Full Proceeds from Texas Data Center JV Sale, Receives Additional Shares

Key Highlights

• Sharon AI Holdings Inc. (NASDAQ: SHAZ) announces early and full receipt of outstanding consideration for the sale of its 50% stake in Texas Critical Data Centers LLC (TCDC) to New Era Energy & Digital, Inc. (NASDAQ: NUAI).
• Total proceeds from the transaction increased to US\$74 million, exceeding the original estimate by US\$4 million.
• Early redemption of the US\$50 million Senior Secured Convertible Promissory Note, plus additional “true-up” shares issued to Sharon AI as a result of a recent NUAI stock offering.
• Sharon AI has an option to convert up to 20% of the redeemed note into NUAI common stock by April 17, 2026, with the remainder to be paid in cash by April 24, 2026.
• Additional 893,724 shares of NUAI common stock to be received by Sharon AI, following NUAI’s recent offering at \$3.35 per share.

Detailed Transaction Overview

On April 13, 2026, Sharon AI Holdings Inc. reported that it has received the remaining outstanding consideration from the sale of its 50% ownership in Texas Critical Data Centers LLC (TCDC) to New Era Energy & Digital, Inc. (NUAI), a deal originally valued at US\$70 million. Due to an accelerated payment schedule and a favorable “true-up” share issuance, total proceeds have reached US\$74 million.

On April 10, 2026, NUAI exercised its right to redeem the full principal amount of the previously issued US\$50 million Senior Secured Convertible Promissory Note (originally set to mature on June 30, 2026), including accrued interest. Sharon AI has the option to convert up to 20% of the note into NUAI stock by April 17, 2026, with the rest to be paid in cash by April 24, 2026.

In addition to cash already received in late March (US\$10 million), Sharon AI will also receive approximately 893,724 shares of NUAI common stock as part of a “true-up” provision, following NUAI’s recent public offering at \$3.35 per share. This mechanism ensures Sharon AI receives full value, reflecting the recent equity raise and potentially enhancing the upside from any appreciation in NUAI shares.

Strategic & Financial Implications

• The transaction strengthens Sharon AI’s balance sheet with non-dilutive funding, improving financial flexibility and available capital for expansion.
• The accelerated inflow of funds and shares positions Sharon AI to aggressively scale its sovereign AI and high-performance computing (HPC) cloud infrastructure in Australia and the Asia-Pacific region.
• Funds are expected to be used for deploying advanced GPU capacity, strengthening partnerships, serving hyperscale, enterprise, AI-native, research, and government customers, and supporting further expansion.
• This transaction demonstrates strong partnership dynamics with NUAI and may provide upside exposure to NUAI’s equity performance.

Potential Shareholder and Share Price Impact

• Accelerated and increased proceeds (US\$74 million vs. previously expected US\$70 million) are likely to be viewed positively by investors, enhancing liquidity and reducing financing risk.
• Receipt of additional NUAI shares provides potential upside if NUAI’s share price increases, and the option to convert a portion of the note into equity offers further flexibility.
• These developments may impact Sharon AI’s share price, as the market often responds favorably to early and increased cash inflows, enhanced liquidity, and strategic capital allocation.
• Investors should note that these proceeds are non-dilutive to existing shareholders.

Additional Disclosures & Forward-Looking Statements

• Sharon AI primarily uses its Investor Relations page for material disclosures and may also disseminate information via its X and LinkedIn accounts.
• Forward-looking statements in this release are subject to risks and uncertainties as outlined in Sharon AI’s latest Annual Report on Form 10-K and other SEC filings.

About Sharon AI Holdings Inc.

Sharon AI Holdings Inc. (NASDAQ: SHAZ), an Australian-based high-performance computing firm, focuses on artificial intelligence and cloud GPU compute infrastructure. The company is accelerating the build-out of AI factories and sovereign AI solutions for hyperscale, enterprise, research, and governmental customers across Asia-Pacific. For more information, visit www.sharonai.com.

Contact Information

• Media enquiries: Zachary Nevas — IMS Investor Relations, +1 203.972.9200, [email protected]

Disclaimer: This article contains forward-looking statements subject to risks and uncertainties. Actual results may differ materially from those anticipated. Investors are advised to review all relevant risk disclosures and consult the company’s latest SEC filings before making investment decisions. This article is for informational purposes only and does not constitute investment advice.

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