New Era Energy & Digital Inc

This management proposal asks shareholders to authorize the issuance of Common Stock in excess of the contractual 19.99% Share Cap arising from the Company’s January 16, 2026 Membership Interest Purchase Agreement with SharonAI, Inc., to satisfy Nasdaq Stock Market Rules 5635(a) and 5635(b). Management seeks this approval because certain potential issuances tied to the $50 million senior secured convertible note and the $10 million equity consideration could together push the share issuance above the 20% threshold that triggers Nasdaq stockholder-approval requirements or potentially effect a change of control under Nasdaq guidance. Although the acquisition has already closed, Nasdaq rules could restrict issuance absent shareholder approval, forcing the Company to pay any excess consideration in cash, which could strain liquidity and require additional financing on uncertain terms. The Convertible Note allows SharonAI to convert up to 20% of the note into stock, and conversion mechanics (30-day VWAP, with a floor) could materially affect the share count; management cannot now determine the ultimate number of Excess Shares. Management argues that approval preserves corporate flexibility, aids in liquidity preservation for near-term development (notably the TCDC project), and avoids the operational and financial risk of having to raise cash or default on obligations. The board also discloses dilution risk and that shares issued would be unregistered initially and subject to resale restrictions, and that even without approval the Company can still issue shares up to the Share Cap. The recommendation to vote FOR is grounded in balancing the need to preserve liquidity and execute the acquisition consideration on the intended terms against the dilution impact to current stockholders; management frames approval as prudent risk management to avoid cash shortfalls or defaults tied to the Transaction. Given the short maturity of the Convertible Note (June 30, 2026) and registration commitments already made, approval reduces near-term execution risk but increases potential dilution exposure for current holders. Investors should weigh the liquidity-preservation and transaction-completion benefits against dilution and governance implications from potentially issuing a sizable block of shares.

This management proposal seeks shareholder authorization to adjourn the Special Meeting—if necessary or appropriate—to secure a quorum or to solicit additional proxies in support of Proposal One, the Excess Shares Issuance. The board frames the adjournment power as procedural but strategically important: if there are insufficient votes to approve Proposal One at the scheduled meeting, adjourning would allow management to continue outreach to shareholders, solicit additional proxies, and potentially obtain approval without reconvening an entirely new meeting. Management emphasizes that adjournment may be requested whether or not a quorum is present, highlighting the contingency planning to address both quorum shortfalls and vote deficits. The board recommends a vote FOR the adjournment because it believes that enabling further solicitation is in the best interests of stockholders if more time is needed to obtain approval of the transaction-related issuance, thereby preserving the Company’s flexibility to carry out the acquisition consideration as intended. The proposal is routine in the sense of procedural adjournment authority but is connected substantively to Proposal One—its approval effectively serves as a backstop to facilitate the board’s ability to obtain the shareholder authorization sought. Investors should note that any adjournment permits previously submitted proxies to be revoked before use at the adjourned meeting, and that management intends to vote unsigned discretionary proxies in favor of adjournment where applicable. The governance trade-off is limited: adjournment grants management more time to persuade shareholders but does not itself change substantive transaction terms; however, it can materially affect whether Proposal One succeeds by enabling additional solicitation and time for consideration.