Sharon AI to Divest 50% Interest in Texas Critical Data Centers LLC for US$70m

SharonAI Holdings Inc. and its subsidiaries (“Sharon AI”), Australia’s leading Neocloud (SHAZ:OTC Markets, SHAZW:OTC Markets), today announced that it has entered into a binding term sheet (the “Term Sheet”) to sell its 50% interest in Texas Critical Data Centers LLC (“TCDC”) for US$70m.

TCDC is a 50/50 joint venture with New Era Energy & Digital Inc. (“New Era”) and Sharon AI’s 50% interest will be acquired by its joint venture partner, New Era.

The consideration New Era will pay Sharon AI will be an aggregate of US$70m and is comprised of the following:

• US$50m Senior Secured Convertible Promissory Note to be issued by New Era to Sharon AI, where Sharon AI has the right to convert 20% of the note into New Era common stock based on the prior 30-day VWAP based upon the due date of the Note, 30^th June, 2026.
• US$10m in Cash to be paid by New Era to Sharon AI upon the occurrence of certain events but no later than 31^st March 2026.
• US$10m in Equity to be paid by New Era to Sharon AI in shares of common stock of New Era, upon the occurrence of certain events but no later than March 31, 2026.

The sale of Sharon AI’s interest in TCDC is expected to facilitate further investment in Sharon AI’s core Neocloud operations, bringing high performance compute to market, at scale, for its research and enterprise customers. This US$70m in expected proceeds follow the recent approximately US$100m Convertible Note capital raising by Sharon AI.

“We are proud of the progress achieved alongside New Era in advancing the Ector County project to this stage. This transaction represents a natural inflection point for Sharon AI, allowing us to crystallise value from the project while sharpening our focus on expanding our core Neocloud platform to meet accelerating demand from research and enterprise customers,” said Wolf Schubert, CEO of Sharon AI.

About SHARON AI

SharonAI Holdings Inc. (“SHARON AI”) and its subsidiaries, Australia’s leading Neocloud, is a High-Performance Computing company focused on Artificial Intelligence and Cloud GPU Compute Infrastructure. Our cloud GPU platform and compute infrastructure is accelerating the build of AI factories and sovereign AI solutions, powering the next wave of accelerated computing adoption. For more information, visit www.sharonai.com.