Sharon AI Signs Definitive and Binding Buy-Out Agreement to Divest and Closes its Divestiture of its 50% Ownership Interest in Texas Critical Data Centers LLC For US$70m

NEW YORK--(BUSINESS WIRE)--SharonAI Holdings Inc. and its subsidiaries (“Sharon AI”), a leading Australian Neocloud (SHAZ:OTC Markets, SHAZW:OTC Markets), today announced that it has entered into a definitive agreement to sell its 50% ownership interest in Texas Critical Data Centers LLC (“TCDC”) to New Era Energy & Digital, Inc. (Nasdaq: NUAI) (“New Era”), as previously announced on Dec. 23, 2025, and has closed and consummated the sale.

New Era has acquired 100% of the issued and outstanding membership interests of TCDC and Sharon AI has no continuing ownership interest, governance rights, or control provisions with respect to the project.

The consideration New Era will pay Sharon AI will be an aggregate of US$70m and is comprised of a US$50m Senior Secured Convertible Promissory Note, US$10m in Cash and US$10m in Equity. For further details, please revisit our earlier announcement from December 23^rd, 2025 (read here).

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 hyperscale, research, enterprise and government customers alike. This US$70m in expected proceeds follow the recent approximately US$100m Convertible Note capital raising by Sharon AI.

“We are pleased to have executed the sale of our position in TCDC. I would like to thank the New Era team for working diligently and wish them the best of luck as they move into the development phase of this project. This transaction represents a natural inflection point for Sharon AI - now a pure-play cloud GPU compute infrastructure provider – and we look forward to allocating the proceeds of sale from the TCDC divestment to expanding our core Neocloud platform to meet accelerating demand from hyperscale, research enterprise and government customers in Asia-Pacific,” said James Manning, Co-Founder and Chairman of Sharon AI.

About SHARON AI

SharonAI Holdings Inc. (“Sharon AI”) and its subsidiaries, a leading Australian 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.

Forward Looking Statements:

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• Service and product offerings;
• Receipt and use of proceeds;
• Further investment in Neocloud operations, bringing high performance compute to market, at scale, for its hyperscale, research, enterprise and government customers; and
• The strengthening of Sharon AI’s partner network.

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