New ERA Energy & Digital, Inc. 10-K

Item 9A. Controls and Procedures. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure. Management is responsible for establishing and maintaining adequate internal control over financial reporting. Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15 under the Exchange Act, management has evaluated, with the participation of our Chief Executive Officer (who also serves as Interim Chief Financial Officer), the effectiveness of our disclosure controls and procedures in effect as of December 31, 2025, the end of the period covered by this Report, using the Internal Control Integrated Framework (“ICIF”) by COSO. Management selected the ICIF framework for its evaluation as it is a control framework recognized by the SEC and the Public Company Accounting Oversight Board that is free from bias, permits reasonably consistent qualitative and quantitative measurement of our internal controls, is sufficiently complete so that relevant controls are not omitted and is relevant to an evaluation of internal controls over financial reporting. As a result of management’s evaluation, our Chief Executive Officer (serving as Interim Chief Financial Officer) concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2025, or as of the date of the filing of this Report. Our disclosure controls and procedures, including internal controls over financial reporting were not effective as of December 31, 2025, or as of the date of filing of this Report, because management did not adequately evaluate and test its controls and procedures. The Company closed the Business Combination on December 6, 2024 and started trading on December 9, 2024. Prior to this, we were a private company with limited accounting personnel and other resources with which to address our internal controls over financial reporting. Although the Company has initiated documentation of processes and controls and performing certain controls, we were not able to rely upon the disclosure controls and procedures that were in place as of December 31, 2025, or as of the date of this filing, and therefore have a material weakness in our internal control over financial reporting. Implementation of Controls During 2025, the Company continued the process to develop and implement its internal controls over financial reporting. This included the documentation of processes and identification of existing controls. In addition, in order to address segregation of duties issues as a result of the Company’s limited accounting staff, the Company continues to engage a third party to assist in the monthly and quarterly accounting, a third party to assist in the evaluation of appropriate accounting treatment and disclosures related to complex transactions and new pronouncements, and a third party to assist in accounting for income taxes. The Company will develop and review plans in order to address the material weakness in its internal controls over financial reporting. These plans may include engaging a third party to assist in the development, evaluation, testing and monitoring of its internal controls over financial reporting. As of December 31, 2025, or as of the date of this filing, the Company has not completed development nor finalized plans to address its material weakness in its internal controls over financial reporting. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 49 PART III Item 10. Directors, Executive Officers and Corporate Governance. Insider Trading Policy The Company has adopted an insider trading compliance policy and program (the “Insider Trading Policy”) applicable to directors, executive officers and employees. The Company believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Report. Code of Ethics All of our employees, including our Chief Executive Officer and Chief Financial Officer, are required to abide by our Code of Ethics to ensure that our business is conducted in a consistently legal and ethical manner. These policies form the foundation of a comprehensive process that includes compliance with corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct, and a commitment to honesty, fair dealing and full compliance with all laws and regulations affecting the Company’s business. Our policies and procedures cover all major areas of professional conduct, including employment policies, conflicts of interest, intellectual property and the protection of confidential information, as well as strict adherence to laws and regulations applicable to the conduct of our business. As required by the Sarbanes-Oxley Act of 2002, our Audit Committee has procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. A copy of the Code of Ethics is filed as Exhibit 14.1 to this Report. We will disclose any future amendments to, or waivers from, provisions of these ethics policies and standards on our website as promptly as practicable, as may be required under applicable SEC and Nasdaq rules and, to the extent required, by filing Current Reports on Form 8-K with the SEC disclosing such information. Policy Prohibiting Hedging or Pledging of Securities Under our Insider Trading Policy, our employees, including our officers and the members of our Board, are prohibited from, directly or indirectly, among other things, (1) engaging in short sales, (2) trading in publicly-traded options, such as options, warrants, puts and calls, and other similar instruments on our securities, (3) hedging transactions (including, without limitation, prepaid variable forward sale contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities, (4) pledging any of our securities as collateral for any loans, (5) holding our securities in a margin account and (6) placing standing or limit orders on our securities. Clawback Policy A copy of the Clawback Policy is filed as Exhibit 97.1 to this Report. Executive Officers and Directors Set forth below are the names, ages and positions as of the date hereof of the current executive officers and directors of the Company: Name Age Position E. Will Gray II 50 Chief Executive Officer, Interim Chief Financial Officer, Chairman Charles Nelson 37 President and Chief Operating Officer, Director Trent Yang 46 Independent Director Peter J. Lee 54 Independent Director Ondrej Sestak 39 Independent Director E. Will Gray II E. Will Gray II has served as the Company’s Chief Executive Officer and a member of the Board since December 6, 2024. Previously, he was the managing member of Solis Partners, beginning in 2020, which is now a wholly owned subsidiary of the Company. Mr. Gray is the former Chief Executive Officer and founder of Remnant Oil Company, an upstream energy company that acquired and operated both secondary (water) and tertiary (CO 2 ) floods within the Permian Basin. Operations also included management of an 18.5-mile CO2 pipeline that interconnects with the Kinder Morgan Cortez main trunk line. Remnant Oil Company filed for Chapter 11 bankruptcy protection in July 2019 and such petition was later changed to a Chapter 7 bankruptcy filing. 50 Mr. Gray was formerly an Executive Vice President of Resaca Exploration (a Torch Energy Portfolio Company). He also served as past Chairman and Chief Executive Officer of Cross Border Resources and Dala Petroleum. He has environmental, sustainability and governance experience and a track record for protecting freshwater rights within Southeast New Mexico, renewable energy development on owned acreage, and the reduction of carbon footprints for certain Permian Basin oilfield service providers. Mr. Gray served as a former Trustee of the Texas State Development Foundation from September 2017 to August 2023. He is currently on the Texas State University’s Development Foundation Emeritus Council. He is also a former board member of the United Way Fund in Midland. Mr. Gray received his B.S. in Business Management from Texas State University in 1998. Charles Nelson Charles Nelson has served as a member of the Board since December 6, 2024 and as President and Chief Operating Officer of the Company since January 28, 2026. Mr. Nelson is an experienced executive, board member, advisor, and problem solver with a track record in developing and commercializing new hard technologies in energy transition. He has spent his career building assets, companies, and relationships through a deep and ever-growing understanding of how capital providers, corporates, tech founders, and asset owners work together and using that to facilitate the advancement of new ideas into reality. Mr. Nelson currently serves as interim Chief Compliance Officer of Castlerock Biofuels, a role he has started from August of 2024, where he oversees compliance matters for this renewable energy and infrastructure company. From May 2022 to October 2023, Mr. Nelson served as President and Chief Executive Officer of Gold H2 Inc., an energy company specializing in clean hydrogen production, where his accomplishments included completing a corporate spin-out with a seed stage and Series A fundraise of $12 million. He also completed a conceptual field pilot and secured offtake memoranda of understanding and term sheets with Mercuria and Linde for hydrogen sales. From February 2022 to October 2023, Mr. Nelson served as Chief Operating Officer and Business Officer at Cemvita, a sustainable technology company where he oversaw corporate strategy, business development, government affairs, engineering, and operations. In this role, he managed the corporate development strategy with existing stakeholders, including Mitsubishi Heavy Industries, Sumitomo, Oxy, and United Airlines. His other accomplishments in this role also including leading the development of eCO2 technology (waste to value) and construction of continuous pilot system in under a year; and orchestrating a corporate restructuring driving top company mission focus and resulting two spin out companies Endolith (mining chemicals), Gold H2 (subsurface hydrogen production). Prior to Cemvita, Mr. Nelson co-founded and served as Chief Commercial Officer of ClearShift from August 2017 to February 2022. Mr. Nelson earned his Bachelor of Science in Chemical Engineering from Iowa State University in 2011. Trent Yang Trent Yang has served as a member of the Board since June 25, 2025. Mr. Yang is a recognized leader in the renewable energy space, having been an investor, entrepreneur and executive in the sustainability industry since 2006. From January 2020 to April 2025 he was the Co-Founder and President of Galway Sustainable Capital, a specialty finance company focused on sustainability projects, where he co-managed the business and oversaw the investment team. In 4+ years, Galway raised nearly $700 million of institutional capital including Macquarie Asset Management, OakTree and Aware Super. Prior to that, from January 2013 to December 2019, he was a Vice President at AMG National Trust where he oversaw sustainability and international private equity investments. 51 Mr. Yang has been investing into and starting sustainability companies since 2006. During that period, he has led investments and/or grown several billion $+ companies including investment firms and renewable companies. He has unique experience investing and growing variety of sustainability platforms including renewable energy & storage, green buildings and data centers, mobility, sustainable agriculture and next generation manufacturing & recycling solutions. He also sits on a number of non-profit boards at the nexus of public policy, education and sustainability. Mr. Yang holds a B.S. in Aerospace Engineering from the University of Colorado, Boulder, and multiple M.S. degrees from Massachusetts Institute of Technology where he focused on climate & economics, machine learning control systems, and entrepreneurship. Peter (“P.J.”) Lee P.J. Lee has served as a member of the Board since June 25, 2025. Mr. Lee is Co-Founder and Managing Partner of EverStream Energy Capital Management LLC, a global investment firm that invests in sustainable energy and digital infrastructure companies and assets worldwide. He has held that role since January 2012. Among other things, his duties include raising funds, sourcing and managing investments. Mr. Lee has cofounded several energy company platforms including Terraform Power, TerraForm Global, Pacific Solar (Japan) and Enfinity Global. Mr. Lee also cofounded a digital infrastructure company that developed approximately 700 megawatts of data center capacity customized for Bitcoin mining in west Texas, Nebraska and South Dakota. Mr. Lee serves as an advisor and Board Director to Engineered Products and PDU Cables which specialize in quick turn, custom assembly electrical products for the data center industry. Mr. Lee previously held leadership positions with investment firm Black River, a division of Cargill, Inc; as well as investment banking firms CE Unterberg Towbin, Robertson Stephens, and Chase Manhattan. Most of Mr. Lee’s finance career has focused on sectors within the energy, technology, infrastructure, commodity, and digital industries. Mr. Lee holds a bachelor’s degree in Economics from Union College. Ondrej Sestak Ondrej Sestak has served as a member of the Board since June 25, 2025. Mr. Sestak is a Co-Founder and Head of Engineering at ZeroSix LLC, a carbon credit solution provider, since January 2022. He is also a Reservoir Engineer with Aurivos Permian LLC, an oil and gas operator, a position he has held since January 2022. Since January 2022, he has also been a Reservoir Engineer with ARB Energy Utah LLC. He is also Chief Operations Officer for GLT Trading LLC, an international commodities trader, a position he has held since April 2020. As of March 2025, he has also been Project Manager for Five Star Clean Fuels, a strategic developer, owner and operator of distributed gasoline production facilities. Mr. Sestak has over a decade of technical experience across the resource industry. In his role at ZeroSix he is leading the development and implementation of novel methodologies for economic adoption of environmental optimization across the oil and gas industry, including the remediation of marginal operations, responsibly sourced gas, and repurposing of existing wellbores. As Chief Operations Officer for GLT Trading, he sources Helium, LPG, and petcoke on behalf of Asian clients, securing take away agreements from established suppliers, sourcing spot loads on the open market, and pursuing several direct Helium development opportunities. As a reservoir engineer, he is able to evaluate the geologic resource potential as well as the financial viability of producing and development operations. Before moving into his current roles, he worked with INEXS, a petroleum engineering geoscience consulting firm, cultivating unique investment opportunities and performing evaluations of resource projects, including Helium development, blue hydrogen generation, enhanced oil recovery, and carbon capture and utilization. Prior to venturing into the independent investment and operator space of the resource industry, Mr. Sestak was a reservoir engineer at Shell where he worked the Haynesville shale and Vaca Muerta basin. Mr. Sestak holds a B.S. in Petroleum Engineering from the University of Texas at Austin, and an MS in Energy Resource Engineering from Stanford University. 52 Family Relationships There are no familial relationships among the Company’s directors and executive officers. Board Composition The Company’s business and affairs are organized under the direction of the Board. The Board consists of five members. E. Will Gray II serves as Chairman of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling, and direction to the Company’s management. The Board will meet on a regular basis and additionally as required. Director Independence Nasdaq requires that a majority of our Board must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Board would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Trent Yang, P.J. Lee and Ondrej Sestak are our independent directors. The independent directors will have regularly scheduled meetings at which only independent directors are present. Any affiliated transactions will be on terms that the Board will believe are no less favorable to us than could be obtained from independent parties. Board Oversight of Risk One of the key functions of the Board will be informed oversight of its risk management process. The Board does not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board will be responsible for monitoring and assessing strategic risk exposure and the Company’s Audit Committee will have the responsibility to consider and discuss the Company’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee will also monitor compliance with legal and regulatory requirements. The Company’s Compensation Committee will also assess and monitor whether the Company’s compensation plans, policies and programs comply with applicable legal and regulatory requirements. The Board currently has the following standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee operates pursuant to a formal written charter. The charters for these committees, which have been adopted by our Board, contain a detailed description of the respective committee’s duties and responsibilities and are available on our website at https://www.newerainfra.ai/ under the “Investor Relations — Corporate Governance” tab. The inclusion of our website address in this Annual Report on Form 10-K does not include or incorporate by reference the information on our website into this Annual Report on Form 10-K. Audit Committee We have established an Audit Committee of the Board, which consists of Trent Yang, P.J. Lee, and Ondrej Sestak who are independent directors under Nasdaq’s listing standards. Trent Yang is the Chairperson of the Audit Committee, who qualifies as an “audit committee financial expert,” as defined under the rules and regulations of Nasdaq and the SEC. The Audit Committee’s duties, which are specified in our Audit Committee charter, include, but are not limited to: ● reviewing and discussing with management and the independent auditor the annual audited financial statements and the quarterly unaudited financial statements, and recommending to the Board whether the audited financial statements and the quarterly unaudited financial statements should be included in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, respectively; ● discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; 53 ● discussing with management major risk assessment and risk management policies; ● monitoring the independence of the independent auditor; ● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ● reviewing and approving all related-party transactions; ● inquiring and discussing with management our compliance with applicable laws and regulations; ● pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; ● appointing or replacing the independent auditor; ● determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and ● approving reimbursement of expenses incurred by our management team in identifying potential target businesses. Financial Experts on Audit Committee Pursuant to Nasdaq rules, the Audit Committee will at all times be composed exclusively of independent directors who are able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. In addition, we must certify to Nasdaq that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. 54 Nominating and Corporate Governance Committee We have a Nominating and Corporate Governance Committee of the Board, which consists of Trent Yang, P.J. Lee and Ondrej Sestak. Mr. Lee is the Chairperson of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board. The Nominating and Corporate Governance Committee considers persons identified by its members, management, stockholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which are specified in the Nominating and Corporate Governance Committee charter, generally provide that persons to be nominated: ● should have demonstrated expertise in accounting and finance, management, leadership and oil and gas related industries; ● should bring a range of talents, skills, diverse perspectives and backgrounds to the Board of Directors; and ● should have a high standard of personal and professional ethics, integrity, values and commitment to serving the interests of the stockholders. The Nominating and Corporate Governance Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of members. The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons. Compensation Committee We have established a compensation committee of our Board, which consists of P.J. Lee, Trent Yang and Ondrej Sestak. Ondrej Sestak is the Chairperson of the Compensation Committee. The Compensation Committee’s duties, which are specified in our Compensation Committee charter, include, but are not limited to: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s and executive officers’ compensation, evaluating our Chief Executive Officer’s and executive officers’ performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s and executive officers’ based on such evaluation; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● if required, producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for non-employee directors. 55 Involvement in Certain Legal Proceedings Except as disclosed below, to our knowledge, none of our current directors or executive officers has, during the past ten (10) years: ● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; ● been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s officers, directors and persons who own more than 10% of the Company’s Common Stock to file reports of ownership and changes of ownership of such securities with the SEC. Based solely on a review of the reports filed with the SEC, the Company believes that, during the fiscal year ended December 31, 2025, (i) no Form 3 was filed for P.J. Lee, Trent Yang or Ondrej Sestak in connection with their appointments as directors of the Company and (ii) no Form 4 was filed for certain equity grants to E. Will Gray II, Charles Nelson, Michael Rugen, P.J. Lee, Trent Yang, Ondrej Sestak, William Flores, Stan Boroweic, Phil Kornbluth and Joel Solis. The Company is in the process of obtaining Edgar filing codes for its directors to correct the foregoing issues. Item 11. Executive Compensation. This section discusses the material components of the executive compensation program for our named executive officers (“NEOs”) who are named in the “Summary Compensation Table” below. The executive compensation disclosures required by Item 402 of Regulation S-K relate to compensation earned by our NEOs for the most recently completed fiscal year. As a result, NEOs included in the Summary Compensation Table for fiscal year 2025 consist of those executive officers who served in such roles during 2025. Although our President and Chief Operating Officer, Charles Nelson, was appointed in January 2026 and therefore was not eligible to be an NEO with respect to fiscal year 2025, we are voluntarily providing certain supplementary information regarding his appointment and compensation arrangements. 56 In 2025, our NEOs and their positions were as follows: ● E. Will Gray II, Chief Executive Officer and Interim Chief Financial Officer (appointed Interim Chief Financial Officer effective June 1, 2025); and ● Michael J. Rugen, Chief Financial Officer through May 31, 2025. Summary Compensation Table Name and Principal Position (1) Year Salary (2) ($) Cash Bonus ($) Equity Compensation (3) All Other Compensation (4) ($) Total ($) E. Will Gray II 2025 $ 475,000 $ 200,000 $ 102,000 $ 108,925 $ 885,925 Chief Executive Officer 2024 $ 358,583 $ 34,210 $ 392,793 Interim Chief Financial Officer Michael J. Rugen 2025 $ 100,000 $ 10,967 $ 110,967 Chief Financial Officer 2024 $ 240,000 22,807 $ 262,807 (1) Effective June 1, 2025, Mr. Rugen resigned his position as Chief Financial Officer and Mr. Gray became the Interim Chief Financial Officer. (2) Mr. Gray’s salary increased from $348,000 to $475,000 in December 2024. Effective January 1, 2026, Mr. Gray’s salary increased to $550,000 and he no longer is paid a housing allowance. (2) Amounts reported in this column represent the aggregate grant date fair value of stock options granted to Mr. Gray during 2025, determined in accordance with FASB ASC Topic 718, excluding the effects of estimated forfeitures. On July 2, 2025, Mr. Gray received a grant of 300,000 fully vested options at an exercise price of $0.5349. (3) Amounts reported in this column represent health insurance for Mr. Gray and Mr. Rugen paid by the Company. In addition for Mr. Gray, it also represents a relocation allowance, housing allowance, and auto allowance. Employment Agreements Effective in 2025 Gray Employment Agreements In 2025, our Chief Executive Officer, Mr. Gray, received an annual base salary of $475,000, plus benefits. He was named Chief Executive Officer of New Era Helium Inc. (“NEH”) on February 6, 2023 in the context of the Reorganization Agreement and Plan Share Exchange between the NEH and Solis Partners dated February 6, 2023 and Chief Executive Officer of the Company effective as of December 6, 2024. Pursuant to the employment agreement with Mr. Gray (the “2024 Gray Employment Agreement”), Mr. Gray will receive an annual base salary of $475,000 per year, plus benefits. The compensation package offered to Mr. Gray reflects his respective function and responsibility at the Company as a public company listed at the Nasdaq, and may include, among others, increases in the base salary, annual bonuses, stock grants and participation in the Company’s equity incentive plan. 57 Rugen Employment Agreement Mr. Rugen, who previously served as Chief Financial Officer, received an annual base salary of $240,000 plus benefits. He was named Chief Financial Officer of NEH effective November 1, 2023, and served as Chief Financial Officer of the Company effective December 6, 2024, until his resignation effective May 31, 2025. Mr. Rugen’s resignation was not the result of any disagreement between him and the Company, the Board, or any committee of the Board of the Company on any matter. Pursuant to the employment agreement with Mr. Rugen (the “Rugen Employment Agreement”), Mr. Rugen received an annual base salary of $240,000 per year, plus benefits. The compensation package offered to Mr. Rugen reflected his respective function and responsibility at the Company as a public company listed at the Nasdaq, and included, among others, increases in the base salary, annual bonuses, stock grants and participation in the Company’s equity incentive plan. Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information concerning outstanding option awards held by each named executive officer as of December 31, 2025. Name Vesting Commencement Date Options Granted Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price ($) Option Expiration Date E. Will Gray II 7/02/2025 300,000 300,000 - - 0.5349 7/02/2035 Michael J. Rugen 7/02/2025 100,000 100,000 - - 0.5349 7/02/2035 The above options were fully vested at grant date. Pension Benefits and Nonqualified Deferred Compensation Plans The Company does not maintain any pension benefits or nonqualified deferred compensation plans for its NEOs. Potential Payments Upon Termination or Change in Control E. Will Gray II 2024 Gray Employment Agreement – Severance or Change in Control Mr. Gray’s employment with the Company was originally governed by the 2024 Gray Employment Agreement with New Era Helium Corp. The 2024 Gray Employment Agreement was effective as of December 31, 2025, and would have governed any potential severance or change in control benefits payable during the 2025 fiscal year. Under the 2024 Gray Employment Agreement, if Mr. Gray’s employment was terminated by the Company other than for Cause or by Mr. Gray for Good Reason, he was entitled to certain severance benefits, including (i) continuation of his base salary for up to eighteen (18) months following termination; (ii) any unpaid bonus for a calendar year prior to the year of termination; (iii) a pro rata bonus for the year of termination, calculated based on days worked during the year; and (iv) reimbursement of COBRA premiums for up to eighteen (18) months, in each case, subject to Mr. Gray’s execution of a release of claims. Under the 2024 Gray Employment Agreement: “Cause” generally means: (i) continued refusal or failure to perform duties (other than due to disability), or refusal or failure to follow any reasonable lawful direction of the Board, in each case that is not cured within thirty (30) days after written notice; (ii) a material breach of the agreement (other than certain restrictive covenants) that is not cured within thirty (30) days after written notice; (iii) an intentional and material breach of confidentiality, intellectual property, or non-compete provisions; (iv) willful, grossly negligent, or unlawful misconduct which causes material harm to the Company or its reputation; (v) conduct materially detrimental to the business or reputation of the Company that is not cured within thirty (30) days after written notice; (vi) direction by regulatory or governmental authorities to terminate Executive, or Executive's engagement in unapproved activities causing material adverse regulatory action; or (vii) conviction, plea of guilty, or nolo contendere for a felony or crime involving dishonesty, disloyalty, fraud, embezzlement, theft, or similar actions. 58 “Good Reason” generally means: (i) a material diminution in duties, authority, or responsibilities; (ii) a material reduction in base salary, except if affecting all of management generally; (iii) relocation of the primary work location by more than fifty (50) miles; or (iv) material breach by the Company of any provision of the agreement. To resign for Good Reason Mr. Gray was required to provide written notice within ninety (90) days of the occurrence, allow the Company thirty (30) days to cure, and resign within thirty (30) days following the cure period. 2026 Gray Employment Agreement – Severance or Change in Control Effective January 1, 2026, Mr. Gray’s employment is governed by an Amended and Restated Employment Agreement (the “2026 Gray Employment Agreement”) with the Company. Under the 2026 Gray Employment Agreement, if Mr. Gray’s employment is terminated by the Company without Cause or by Mr. Gray for Good Reason at any time before a Change in Control, he is entitled to certain severance benefits, including: (i) one times his base salary, payable in equal installments over twelve (12) months; (ii) any unpaid bonus for a calendar year prior to the year of termination; (iii) a pro rata portion of the target bonus for the year of termination, based on days elapsed during the calendar year; and (iv) a lump sum payment equal to twelve (12) months of health benefit premium payments under the Company’s medical, dental and vision plans, in each case, subject to Mr. Gray’s execution of a release of claims within sixty (60) days following termination. If Mr. Gray’s employment is terminated by the Company without Cause or by Mr. Gray for Good Reason on the date of a Change in Control or within twelve (12) months following such date, he is entitled to enhanced severance benefits, including: (i) one and one-half (1.5) times the base salary, payable in a lump sum; (ii) any unpaid bonus for a calendar year prior to the year of termination; (iii) a pro rata portion of the target bonus for the year of termination, payable in a lump sum; and (iv) a lump sum payment equal to eighteen (18) months of health benefit premium payments under the Company’s medical, dental and vision plans, in each case, subject to Mr. Gray’s execution of a release of claims within sixty (60) days following termination and continued compliance with the restrictive covenants set forth in the 2026 Agreement. Under the 2026 Gray Employment Agreement: “Cause” generally means: (i) indictment, conviction, or plea of nolo contendere for a felony, fraud, or crime of moral turpitude; (ii) gross negligence or gross misconduct not cured within fourteen (14) days after written notice; (iii) failure to follow the directions of the Board not cured within fourteen (14) days after written notice; (iv) violation of the restrictive covenants in the agreement not cured (if curable) within fourteen (14) days after written notice; (v) conduct that would reasonably be expected to result in material injury or reputational harm to the Company not cured within fourteen (14) days after written notice; (vi) breach of a material employment policy of the Company not cured within fourteen (14) days after written notice; (vii) breach of the Company's Code of Conduct and Ethics or Policy for Recovery of Erroneously Awarded Compensation not cured within fourteen (14) days after written notice; or (viii) any other material breach of the agreement not cured within fourteen (14) days after written notice. “Good Reason” generally means: (i) any decrease in base salary; (ii) any action or inaction that results in a material breach of the agreement by the Company; (iii) any material diminution in position, duties, authority, or responsibilities; or (iv) a requirement that Executive work full-time from an office that is more than fifty (50) miles from Midland, Texas. To resign for Good Reason, Mr. Gray must provide written notice within sixty (60) days of the initial occurrence, allow the Company thirty (30) days to cure, and resign within ninety (90) days following the cure period. Michael J. Rugen Rugen Employment Agreement – Severance or Change in Control Mr. Rugen resigned as Chief Financial Officer of the Company, effective May 31, 2025, and did not receive any severance payments in connection with his resignation. 59 Other 2025 Compensation Items Anti-Hedging and Anti-Pledging Policy All of our employees, including our named executive officers, are subject to an Insider Trading Policy, which, among other things, prohibits employees from entering into short sales or hedging or pledging our securities. Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information We do not currently maintain a formal practice or policy with respect to the grant of stock options or option-like awards. During 2025, we did not time the disclosure of material nonpublic information to affect the value of other types of executive compensation awards granted to any service provider. 2026 Management Agreements Gray Employment Agreement On January 29, 2026, the Company entered into the 2026 Gray Employment Agreement with Mr. Gray. The 2026 Gray Employment Agreement amends and restates Mr. Gray’s prior 2024 Gray Employment Agreement with the Company, dated April 15, 2024 and previously disclosed. Under the 2026 Gray Employment Agreement, Mr. Gray’s annual base salary increased from $475,000 to $550,000, effective January 1, 2026. Mr. Gray will have an annual target bonus opportunity of up to 40% of his annual base salary based on the achievement of specified performance goals set by the Compensation Committee. Mr. Gray will be entitled to participate, on the same basis as other executives of the Company, in those employee benefit programs for which substantially all of the executive officers of the Company are from time to time generally eligible, as determined by the Board. Mr. Gray may be eligible to receive grants of equity, equity-based or similar compensation awards pursuant to the Company’s Equity Incentive Plan (the “ Plan ”) or as otherwise approved by the Compensation Committee. The 2026 Gray Employment Agreement also provides for a monthly allowance of $1,500 for car and related maintenance costs and the reimbursement of mileage. Mr. Gray was also granted an award of performance shares (“ PSUs ”) pursuant to a Performance Award Agreement, dated as of January 28, 2026, by and between the Company and Mr. Gray (the “ Gray PSU Agreement ”), equal to 3,664,036 shares of common stock, which shall be eligible to vest over a five-year period performance beginning on January 1, 2026 in accordance with the achievement of certain performance-based and time-based service conditions set forth in the Gray PSU Agreement. Mr. Gray also received a grant of restricted stock units (“ RSU s ”) pursuant to a Restricted Stock Unit Award Agreement, dated as of January 28, 2026, by and between the Company and Mr. Gray (the “ Gray RSU Agreement ”), equal to 1,221,345 shares of the Company’s common stock which shall vest each month over a four-year period beginning on January 1, 2026 subject to Mr. Gray’s continued employment with the Company. Both of these awards were also granted pursuant to the Plan. In the event any vested PSUs or RSUs granted to Mr. Gray cannot be settled in shares of common stock, such PSUs or RSUs shall be settled in cash. 60 Nelson Employment Agreement In connection with Mr. Nelson’s appointment as President and Chief Operating Officer, the Company and Mr. Nelson entered into an employment agreement on January 28, 2026 (the “ Nelson Employment Agreement ”) pursuant to which the Company will pay Mr. Nelson an annual base salary of $550,000, subject to adjustment by the Compensation Committee. The Nelson Employment Agreement contains the same compensatory terms as the 2026 Agreement with Mr. Gray (including severance and change in control provisions), with the exception of the annual salary and Mr. Gray’s $1,500 car and related maintenance costs and mileage reimbursement payment. The Nelson Employment Agreement also contains certain restrictive covenants, including confidentiality and non-disparagement covenants, a covenant not to compete or solicit clients for a period of 18 months following the termination of his employment and not to solicit employees for a period of 24 months following the termination of his employment. Mr. Nelson was granted an award of PSUs covering a total of 3,664,036 shares of common stock, which shall be eligible to vest over a five-year period performance beginning on January 1, 2026 in accordance with the achievement of certain performance-based and time-based service conditions set forth in the Performance Award Agreement, dated as of January 28, 2026, by and between the Company and Mr. Nelson (the “ Nelson PSU Agreement ”). The PSUs were not issued pursuant to the Plan. Mr. Nelson was also granted an award of RSUs covering a total of 1,221,345 shares of the Company’s common stock which shall vest each month over a four-year period beginning on January 1, 2026 subject to Mr. Nelson’s continued employment with the Company and in accordance with the terms set forth in the Restricted Stock Unit Award Agreement, dated as of January 28, 2026, by and between the Company and Mr. Nelson (the “ Nelson RSU Agreement ”). The RSUs were not granted pursuant to the Plan. Director Compensation Director Agreements We have entered into Director Agreements with each of the non-executive directors. Pursuant to such Director Agreements, Mr. Lee and Mr. Sestak will receive annual compensation of $60,000 in cash and $140,000 in Company Common Stock. For his board service and as Chairperson of the Audit Committee, Mr. Yang will receive annual compensation of $70,000 in cash and $150,000 in Company Common Stock. Director and Officer Indemnification Agreements We have entered into employment agreements whereby we have agreed to indemnify the Chief Executive Officer and Chief Financial Officer to the fullest extent permitted by law, for all amounts (including, without limitation, judgments, fines, settlement payments, expenses and reasonable out of pocket attorneys’ fees) incurred or paid by the Chief Executive Officer and Chief Financial Officer in connection with any action, suit, investigation or proceeding, or threatened action, suit, investigation or proceeding, arising out of or relating to the performance by the Chief Executive Officer and Chief Financial Officer of services for, or the acting by the Chief Executive Officer and Chief Financial Officer as a director, officer or executive of, the Company, or any subsidiary of the Company. Any fees or other necessary expenses incurred by the Chief Executive Officer and Chief Financial Officer in defending any such action, suit, investigation or proceeding shall be paid by the Company in advance, subject to the Company’s right to seek repayment from the Chief Executive Officer and Chief Financial Officer if a determination is made that the Chief Executive Officer and Chief Financial Officer were not entitled to indemnification. Equity Compensation Plan Information Information about the Company’s equity compensation plans required by Item 201(d) of Regulation S-K is set forth under Part III, Item 5 of this Annual Report on Form 10-K. 61 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of shares of our Common Stock as of March 9, 2026 by: ● each person known by us to be the beneficial owner of more than 5% of our Common Stock; ● each person who is a named executive officer or director of the Company; and ● all executive officers and directors of the Company, as a group. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60 days. The beneficial ownership of shares of common stock is calculated based on 56,775,187 shares of Common Stock outstanding as of March 9, 2026. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Common Stock. Number of Percentage of Shares Shares Beneficially Beneficially Name and Address of Beneficial Owner (1) Owned Owned Directors and Named Executive Officers of the Company E. Will Gray II (2) 1,179,819 2.08 % Charles Nelson 331,564 * Trent Yang 259,548 * Peter J. Lee 259,548 * Ondrej Sestak 271,955 * All Directors and Executive Officers of the Company as a Group (6 Individuals) 2,302,434 4.06 % 5%+ Holders Hanju Yang (3) 5,176,177 9.12 % Zachary Zhou (4) 5,078,495 8.94 % * Less than 1.0%. (1) Unless otherwise noted, the business address of each of the directors and named executive officers of the Company is 200 N. Loraine Street, Suite 1324, Midland, Texas 79701. (2) Includes 879,819 shares which are owned by Pecos Slope Holdings LLC, of which Mr. Gray has sole voting and dispositive power. (3) According to a Schedule 13G filed on January 30, 2026, Mr. Yang has sole voting and dispositive power with respect to 4,575,777 shares and beneficially owns an aggregate of 5,176,177 shares. The discrepancy between the aggregate amount beneficially owned and the shares reflected in sole voting and sole dispositive power is attributable to call options held by Mr. Zhou with varying expiration dates and exercise prices. The address of Mr. Yang is 7301 N State Highway 161, #148, Irving, Texas 75039-2803. (4) According to a Schedule 13G/A filed on February 17, 2026, Mr. Zhou has sole voting and dispositive power with respect to 5,078,495 shares. The address of Mr. Zhou is 2106 E State Hwy 114 #2296, Southlake, Texas 76092. 62 Item 13. Certain Relationships and Related Transactions, and Director Independence. In addition to the compensation arrangements with directors and executive officers described under “ Executive and Director Compensation ” and “ Management ,” the following is a description of each transaction since January 1, 2025 and each currently proposed transaction in which: ● we have been or are to be a participant; ● the amount involved exceeded or will exceed $120,000; and ● any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. Related Party Policy Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board (or the Audit Committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our Common Stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives personal benefits as a result of his or her position. Our Audit Committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our Audit Committee and a majority of our disinterested independent directors, or the members of our Board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our Audit Committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. Limitation on Liability and Indemnification of Directors and Officers Our bylaws provides that our directors and officers will be indemnified by us to the fullest extent authorized by Nevada law as it now exists or may in the future be amended. Notwithstanding the foregoing, as set forth in our bylaws, such indemnification will not extend to any claims our insiders may make to us to cover any loss that they may sustain as a result of their agreement to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us as described in this Report. 63 Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act (and is, therefore, unenforceable.). Certain Relationships and Related Person Transactions On October 23, 2025, the Company entered into a secured promissory note (the “Solis Note”) with Joel Solis, who formerly served as a director of the Company, and Aventus Properties LLC. Pursuant to the terms of the Solis Note, the Company agreed to provide a loan in the principal amount of $4,000,000. The loan bears interest on the outstanding principal balance at a rate per annum equal to the lesser of (i) eighteen percent (18%), compounded annually, or (ii) the Maximum Rate, defined as the highest non-usurious rate of interest permitted under applicable law. The Solis Note includes customary covenants, representations, warranties, and events-of-default provisions. The loan is secured by a deed of trust on certain real property located in Odessa, Texas, and Pecos, Texas, which will be recorded in the real property records of Ector County and Reeves County, Texas. The Solis Note matured on December 6, 2025 and was repaid on December 8, 2025. During 2025, the Company entered into a consulting arrangement with Charles Nelson, a Director of the Company. During 2025, the Company paid Mr. Nelson $380,000 in cash compensation and $133,500 in stock compensation. Based on this non-director compensation, Mr. Nelson is not considered to be an independent director. Item 14. Principal Accountant Fees and Services. The following table presents fees for professional services by Weaver and Tidwell, L.L.P. (“Weaver”) for the audit of the Company’ financial statements and fees billed for audit-related services, tax services and all other services for the fiscal years ended December 31, 2025 and 2024. Services. 2025 2024 Audit Fees (1) $ 337,050 $ 373,345 Audit Related Fees (2) $ 26,250 $ - Tax Fees (3) $ - $ - All Other Fees (4) $ - $ - (1) Audit Fees: Refers to fees billed for professional services rendered in connection with the audit of our financial statements as of and for the fiscal years ended December 31, 2025 and 2024, quarterly reviews, the reviews of registration statements and issuances of consents, and services that are normally provided in connection with statutory and regulatory filings or engagements. (2) Audit-Related Fees: Refers to fees billed outside of the scope of the engagement letter for the audit which are reasonably related to the performance of the audit or review of our financial statements. (3) Tax Fees: Refers to fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. (4) All Other Fees: Refers to fees billed for products and services provided other than those mentioned above. On December 6, 2024, the Company dismissed Grant Thornton LLP (“Grant Thornton”) as its independent registered public accounting firm. The dismissal was approved by the Audit Committee. This change in independent registered public accounting firm was not the result of any disagreement with Grant Thornton. On December 6, 2024, as recommended and approved by the Audit Committee, the Company engaged Weaver as the Company’s independent public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2024. Pre-Approval Policy All of the above services were approved by the Audit Committee. In accordance with the Sarbanes-Oxley Act of 2002, as amended, the Audit Committee’s policy is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm. On an ongoing basis, management defines and communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of our independent registered public accounting firm for such services. 64 PART IV Item 15. Exhibit and Financial Statement Schedules. (1) Financial Statements See the Index to the Consolidated Financial Statements section beginning on page F-1 of this Report. (2) Financial Statement Schedules All financial statement schedules have been omitted as they are not required, not applicable, or the required information is included in the financial statements or notes to the financial statements. (3) Exhibits The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Report are listed in the Exhibit Index below. No. 2.1** Business Combination Agreement, dated January 3, 2024, by and among New Era Helium Corp., Roth CH Acquisition V Co., and Roth CH V Merger Sub Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on January 5, 2024, File No. 001-41105). 2.2** First Amendment to the Business Combination Agreement, dated June 5, 2024, by and among New Era Helium Corp., Roth CH Acquisition V Co., Roth CH V Merger Sub Corp., and Roth CH V Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 11, 2024, File No. 001-41105). 2.3** Second Amendment to the Business Combination Agreement, dated August 8, 2024, by and among New Era Helium Corp., Roth CH Acquisition V Co. and Roth CH V Merger Sub Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 31, 2024, File No. 001-41105). 2.4** Third Amendment to the Business Combination Agreement, dated September 11, 2024, by and among New Era Helium Corp., Roth CH Acquisition V Co., Roth CH V Merger Sub Corp., and Roth CH V Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on October 31, 2024, File No. 001-41105). 2.5** Fourth Amendment to the Business Combination Agreement, dated September 30, 2024, by and among New Era Helium Corp., Roth CH Acquisition V Co., Roth CH V Merger Sub Corp., and Roth CH V Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on October 31, 2024, File No. 001-41105). 3.1** Articles of Merger of Roth CH Acquisition V Co. and Roth CH V Holdings, Inc. filed on December 6, 2024 (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K filed with the SEC on December 12, 2024, File No. 001-42433). 3.2** Articles of Merger of Roth CH V Merger Sub and New Era Helium Corp. filed on December 6, 2024 (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K filed with the SEC on December 12, 2024, File No. 001-42433). 3.3** Amended and Restated Articles of Incorporation of Roth CH V Holdings, Inc. filed on December 6, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on December 12, 2024, File No. 001-42433). 3.4** Certificate of Change pursuant to NRS 78.209 (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025, File No. 001-42433). 3.5** Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025, File No. 001-42433). 3.6** Amended and Restated Bylaws of Roth CH V Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on December 12, 2024, File No. 001-42433). 65 4.1** Description of Securities (incorporated by reference to the Registration Statement on Form S-3 filed with the SEC on January 23, 2026 (Registration No. 333-292892)). 10.1** Warrant Agreement, dated November 30, 2021, by and between ROCL and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the SEC on December 3, 2021, File No. 001-41105). 10.2** Letter Agreement, dated November 30, 2021, by and among ROCL and each of the Company’s officers, directors and initial stockholders (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on December 3, 2021, File No. 001-41105). 10.3** Investment Management Trust Agreement, dated November 30, 2021, by and between ROCL and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on December 3, 2021, File No. 001-41105). 10.4** Indemnity Agreements, each dated November 30, 2021, by and between ROCL and each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed with the SEC on December 3, 2021, File No. 001-41105). 10.5** Stock Escrow Agreement, dated November 30, 2021, by and among the Company, Continental Stock Transfer & Trust Company and the initial stockholders of the Company (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the SEC on December 3, 2021, File No. 001-41105). 10.6** Subscription Agreement, dated November 30, 2021, by and among the Company and the initial stockholders of the Company party thereto (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed with the SEC on December 3, 2021, File No. 001-41105). 10.7** Insider Support Agreement, dated January 3, 2024, by and among Roth CH Acquisition V Co., New Era Helium Corp. and certain stockholders of Roth CH Acquisition V Co. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on January 5, 2024, File No. 001-41105). 10.8** Company Support Agreement, dated January 3, 2024, by and among Roth CH Acquisition V Co., New Era Helium Corp. and certain shareholders of New Era Helium Corp. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on January 5, 2024, File No. 001-41105). 10.9** Amended and Restated Registration Rights Agreement, dated December 6, 2024, by and among Roth CH V Holdings, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 12, 2024, File No. 001-42433). 10.10** Letter Agreement, dated January 2, 2024, by and among Roth CH Acquisition V Co., New Era Helium Corp., Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC. (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed with the SEC on January 5, 2024, File No. 001-41105). 10.11** Stock Plan (incorporated by reference to Annex C of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024 (Registration No. 333-280591)). 10.12** Percent of Proceeds Gas Purchase Agreement, dated June 1, 2021, by and between IACX Roswell LLC and Solis Partners, LLC (incorporated by reference to Exhibit 10.13 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024 (Registration No. 333-280591)). 66 10.13** Contract to Purchase, dated July 17, 2025, by and between Odessa Industrial Development Corp. and Texas Critical Data Centers LLC (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed with the SEC on July 29, 2025, File No. 001-42433). 10.14** Contract to Purchase, dated November 21, 2025, by and between Odessa Industrial Development Corp. and Texas Critical Data Centers LLC (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed with the SEC on November 25, 2025, File No. 001-42433). 10.15** Land Option Purchase Agreement, dated November 5, 2025, by and between the Company and Pearce Land & Cattle, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on November 12, 2025, File No. 001-42433). 10.16** Contract for Sale and Purchase of Liquid Helium, dated August 25, 2023, by and between NEH Midstream LLC and Airlife Gases USA Inc. (incorporated by reference to Exhibit 10.14 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024 (Registration No. 333-280591)). 10.17** First Amendment to the Contract for Sale and Purchase of Liquid Helium, dated October 1, 2023, by and between NEH Midstream LLC, Airlife Gases USA, Inc. and Solis Partners, LLC (incorporated by reference to Exhibit 10.15 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024 (Registration No. 333-280591)). 10.18** Helium Tolling Agreement, dated September 1, 2023, by and between NEH Midstream LLC and Keyes Helium Company (incorporated by reference to Exhibit 10.16 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024 (Registration No. 333-280591)). 10.19** Gaseous Helium Sales Agreement, dated September 1, 2023, by and between NEH Midstream LLC and Matheson Tri-Gas, Inc. (incorporated by reference to Exhibit 10.17 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024 (Registration No. 333-280591)). 10.20** Contract for Sale and Purchase of Crude Helium, dated August 25, 2023, by and between NEH Midstream LLC and Badger Midstream Energy, LP (incorporated by reference to Exhibit 10.18 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024 (Registration No. 333-280591)). 10.21** Employment Agreement with Michael J. Rugen, dated April 15, 2024 (incorporated by reference to Exhibit 10.19 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024 (Registration No. 333-280591)). 10.22** Amended and Restated Employment Agreement with E. Will Gray II, dated January 1, 2026 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on February 2, 2026, File No. 001-42433). 10.23** Assignment Agreement, dated April 19, 2024, by and among NEH Midstream LLC, Badger Midstream Energy, LP and AirLife Gases USA, Inc. (incorporated by reference to Exhibit 10.21 of the Registration Statement on S-4 initially filed with the SEC on June 28, 2024 (Registration No. 333-280591)). 10.24** Fourth Amended and Restated Equity Purchase Facility Agreement, dated August 12, 2025 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025, File No. 001-42433). 10.25** Form of Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.26 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024 (Registration No. 333-284076)). 10.26** Security Agreement, dated December 6, 2024, by and among New Era Helium Inc., New Era Helium Corp. and the other parties thereto (incorporated by reference to Exhibit 10.27 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024 (Registration No. 333-284076)). 10.27** Subsidiary Guarantee, dated December 6, 2024, by and among New Era Helium Inc. and the guarantors party thereto (incorporated by reference to Exhibit 10.28 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024 (Registration No. 333-284076)). 10.28** Securities Purchase Agreement, dated December 6, 2024, by and among New Era Helium Inc. and the buyer party thereto (incorporated by reference to Exhibit 10.29 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024 (Registration No. 333-284076)). 10.29** Form of First Tranche Warrant issued on December 6, 2024 (incorporated by reference to Exhibit 10.30 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024 (Registration No. 333-284076)). 10.30** Form of Second Tranche Warrant issued on December 6, 2024 (incorporated by reference to Exhibit 10.31 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024 (Registration No. 333-284076)). 10.31** Registration Rights Agreement (EPFA), dated December 6, 2024, by and between New Era Helium Inc. and the investor party thereto (incorporated by reference to Exhibit 10.32 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024 (Registration No. 333-284076)). 10.32** Registration Rights Agreement (Warrants), dated December 6, 2024, by and between New Era Helium Inc. and the investor party thereto (incorporated by reference to Exhibit 10.33 of the Registration Statement on S-1 initially filed with the SEC on December 30, 2024 (Registration No. 333-284076)). 67 10.33** Employment Agreement with Charles Nelson, dated January 28, 2026 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on February 2, 2026, File No. 001-42433). 10.34** Performance Award Agreement, dated January 28, 2026, by and between the Company and Charles Nelson (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on February 2, 2026, File No. 001-42433). 10.35** Restricted Stock Unit Award Agreement, dated January 28, 2026, by and between the Company and Charles Nelson (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on February 2, 2026, File No. 001-42433). 10.36** Performance Award Agreement, dated January 28, 2026, by and between the Company and E. Will Gray II (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on February 2, 2026). 10.37** Restricted Stock Unit Award Agreement, dated January 28, 2026, by and between the Company and E. Will Gray II (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on February 2, 2026, File No. 001-42433). 10.38** Promissory Note, dated October 23, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 28, 2025, File No. 001-42433) . 10.39** Amendment, dated May 5, 2025, to Senior Secured Convertible Promissory Note, dated December 6, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by with the SEC on May 6, 2025, File No. 001-42433). 10.40** Amendment, dated May 5, 2025, to Senior Secured Convertible Promissory Note, dated January 16, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on May 6, 2025, File No. 001-42433). 10.41** Deed of Trust, dated October 22, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on October 28, 2025, File No. 001-42433) . 10.42** Release Agreement, dated October 23, 2025, by and among the Company and the shareholders party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on October 28, 2025, File No. 001-42433) . 14.1** Code of Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K filed with the SEC on December 12, 2024, File No. 001-42433). 68 16.1** Letter from Grant Thornton Regarding Change in Certifying Accountant, dated December 12, 2024 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the SEC on December 12, 2024, File No. 001-42433). 19.1** Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 31, 2025, File No. 001-42433). 21.1* List of Subsidiaries. 23.1* Consent of Weaver and Tidwell, L.L.P. 23.2* Consent of MKM Engineering. 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1** Clawback Policy (incorporated by reference to Exhibit 19.2 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 31, 2025, File No. 001-42433). 99.1* MKM Engineering Reserve Report. 101. INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ** Filed previously * Filed herewith Item 16. Form 10-K Summary. Not included. 69 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEW ERA ENERGY & DIGITAL, INC. By: /s/ E. Will Gray II Name: E. Will Gray II Title: Chief Executive Officer Date: March 11, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/ E. Will Gray II Chief Executive Officer, interim Chief Financial Officer and Chairman of the Board March 11, 2026 E. Will Gray II /s/ Charles Nelson President, Chief Operating Officer and Director March 11, 2026 Charles Nelson /s/ Peter Lee Director March 11, 2026 Peter Lee /s/ Ondrej Sestak Director March 11, 2026 Ondrej Sestak /s/ Trent Yang Director March 11, 2026 Trent Yang 70 NEW ERA ENERGY & DIGITAL, INC. INDEX TO FINANCIAL STATEMENTS Page No. Report of Independent Registered Public Accounting Firm (PCAOB ID Number 410 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Audited Consolidated Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of New Era Energy & Digital, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of New Era Energy & Digital Inc. and its subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the two years in the period December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States. Going Concern The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the entity has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WEAVER AND TIDWELL, L.L.P. We have served as the Company's auditor since 2023. Denver, Colorado March 11, 2026 F- 2 NEW ERA ENERGY & DIGITAL, INC. CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Current Assets Cash and cash equivalents 1,202,728 1,053,744 Accounts receivable, net 941,068 851,304 Prepaid expenses and other current assets 891,700 967,176 Related party receivable 2,551,932 - Restricted investments 1,384,708 1,333,789 Total Current Assets 6,972,136 4,206,013 Oil and natural gas properties, net 3,296,958 790,093 Property and equipment, net 116,774 3,809,742 Equity facility derivative asset - 16,999 Investment in Joint Venture 3,631,005 - Prepaid - non-current 120,000 360,000 Total Assets 14,136,873 9,182,847 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable 1,277,187 1,730,610 Accrued liabilities 691,159 319,327 Excise taxes payable 1,402,934 1,155,726 Withholding taxes payable 800,018 594,561 Due to related parties 165,000 1,354 Share issuance liability - 423,750 Convertible note, net of discount – current - 2,233,712 Other current liabilities 90,740 47,577 Total Current Liabilities 4,427,038 6,506,617 Embedded derivative liability - 309,181 Asset retirement obligation 12,319,132 2,198,064 Notes payable - non-current - 2,217,823 Total Liabilities 16,746,170 11,231,685 Commitments and Contingencies (Note 15) Stockholders’ Equity (Deficit) Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized, none issued or outstanding as of December 31, 2025 and 2024 - - Common stock, $ 0.0001 par value, 245,000,000 shares authorized, 53,623,529 issued and 53,449,171 outstanding at December 31, 2025; 70,000,000 shares authorized, 13,165,152 issued and 12,990,794 shares outstanding at December 31, 2024 5,366 1,318 Treasury stock, 174,358 shares at December 31, 2025 and 2024 ( 17 ) ( 17 ) Additional Paid-in Capital 40,743,397 11,722,100 Accumulated deficit ( 43,358,043 ) ( 13,772,239 ) Total Stockholders’ Equity (Deficit) ( 2,609,297 ) ( 2,048,838 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) 14,136,873 9,182,847 The accompanying notes are an integral part of these consolidated financial statements. F- 3 NEW ERA ENERGY & DIGITAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended December 31, 2025 2024 Revenues, Net Oil, natural gas, and product sales, net 885,400 532,780 Total Revenues, Net 885,400 532,780 Costs and expenses Lease operating expenses 1,228,583 1,179,729 Impairment expense 12,062,639 - Depletion, depreciation, amortization, and accretion 910,579 890,372 General and administrative expenses 11,186,863 11,195,409 Total costs and expenses 25,388,664 13,265,510 Loss from operations ( 24,503,264 ) ( 12,732,730 ) Other income (expenses) Interest income 135,741 50,951 Interest expense ( 4,783,376 ) ( 759,300 ) Change in fair value of derivative asset ( 16,999 ) - Change in fair value of derivative liability 572,193 - Loss on Debt Extinguishment ( 577,008 ) - Loss on investment in Joint Venture ( 119,236 ) - Other, net ( 293,855 ) 267,195 Total Other Income (Expenses) ( 5,082,540 ) ( 441,154 ) Loss before income taxes ( 29,585,804 ) ( 13,173,884 ) Provision for income taxes - ( 608,500 ) Net loss ( 29,585,804 ) ( 13,782,384 ) Net loss per share - basic and diluted $ ( 1.04 ) $ ( 1.06 ) Weighted average number of common shares outstanding, basic and diluted 28,435,950 12,985,830 The accompanying notes are an integral part of these consolidated financial statements. F- 4 NEW ERA ENERGY & DIGITAL, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Additional Total Stockholders’ Common Stock Treasury Stock Paid-in Accumulated Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance – January 1, 2025 13,165,152 1,318 ( 174,358 ) ( 17 ) 11,722,100 ( 13,772,239 ) ( 2,048,838 ) Sale of common stock 32,894,731 3,290 - - 23,549,985 - 23,553,275 Common shares issued for services 1,438,644 145 - - 1,008,178 - 1,008,323 Notes Conversion 6,125,002 613 - - 4,237,034 - 4,237,647 Stock-based compensation - - - - 226,100 - 226,100 Net loss - - - - - ( 29,585,804 ) ( 29,585,804 ) Balance - December 31, 2025 53,623,529 5,366 ( 174,358 ) ( 17 ) 40,743,397 ( 43,358,043 ) ( 2,609,297 ) Additional Total Stockholders’ Common Stock Treasury Stock Paid-in Accumulated Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance – January 1, 2024 6,421,829 643 - - 517,843 10,145 528,631 Sale of common stock 3,546 1 - - 11,999 - 12,000 Conversion of debentures into common shares 2,491,250 249 - - 3,659,682 - 3,659,931 Issuance of stock upon Business Combination 2,956,293 296 - - ( 2,324,114 ) - ( 2,323,818 ) Stock-based compensation 742,234 74 - - 6,469,842 - 6,469,916 Withholding tax liability for shares issued to foreign investors - - ( 174,358 ) ( 17 ) ( 594,544 ) - ( 594,561 ) Debt issuance costs 550,000 55 - - 1,892,266 - 1,892,321 Issuance of warrants - - - - 2,089,126 - 2,089,126 Net loss - - - - - ( 13,782,384 ) ( 13,782,384 ) Balance - December 31, 2024 13,165,152 1,318 ( 174,358 ) ( 17 ) 11,722,100 ( 13,772,239 ) ( 2,048,838 ) The accompanying notes are an integral part of these consolidated financial statements. F- 5 NEW ERA ENERGY & DIGITAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss ( 29,585,804 ) ( 13,782,384 ) Adjustments to reconcile net loss to net cash used in operating activities: Depletion, depreciation, amortization, and accretion 910,579 890,372 Amortization of right-to-use asset - 12,690 Loss on Debt Extinguishment 577,008 - Change in fair value of derivative asset 16,999 - Change in fair value of derivative liability ( 572,193 ) - Provision for credit losses 399,659 - Bad debt expense 62,970 Loss on investment in Joint Venture ( 119,236 ) - Impairment on long-lived assets 12,062,639 - Amortization of debt discount and debt issuance costs 3,467,752 300,803 Accrued interest on note payable and other current liabilities - 267,686 Interest income on investments and notes receivable ( 50,919 ) ( 50,951 ) Stock based compensation 975,672 6,893,705 Compensation - assignment of property - 166,449 Changes in operating assets and liabilities: Accounts receivable ( 366,586 ) ( 158,953 ) Prepaid and other current assets 315,477 ( 685,252 ) Accounts payable ( 453,424 ) 257,650 Accrued liabilities 140,821 ( 32,004 ) Deferred tax asset - 608,500 Excise tax payable 247,208 - Withholding tax payable 205,457 - Due to related parties 23,646 - Lease liability - ( 12,690 ) Asset retirement obligations settled - ( 28,087 ) Other liabilities – current 43,163 2,518 CASH USED IN OPERATING ACTIVITIES ( 11,699,112 ) ( 5,349,948 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in property, plant and equipment, net ( 1,666,047 ) ( 210,000 ) Investment in Joint Venture ( 3,697,577 ) - Investment in oil and natural gas properties - ( 323,054 ) CASH USED IN INVESTING ACTIVITIES ( 5,363,624 ) ( 533,054 ) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 23,553,276 12,000 Proceeds from bridge financing - 3,109,091 Proceeds from convertible note, net of transaction costs 2,790,000 - Repayment of convertible note ( 4,277,618 ) - Debt issuance costs ( 84,183 ) - Proceeds from reverse recapitalization - 4,571,062 Repayment of notes payable ( 2,217,823 ) - Proceeds from related party 4,000,000 - Repayment to related party ( 4,000,000 ) ( 875,417 ) Issuance of related party loan ( 2,551,932 ) - CASH USED IN FINANCING ACTIVITIES 17,211,720 6,816,736 Change in cash and cash equivalents 148,984 933,734 Cash, beginning of year 1,053,744 120,010 Cash, end of year 1,202,728 1,053,744 SUPPLEMENTAL CASH FLOW DISCLOSURES: Cash paid for interest 695,310 67,679 SUPPLEMENTAL DISCLOSURES: Debt converted to common stock 4,237,647 3,659,682 Asset retirement obligations sold recorded as a reduction of oil and natural gas properties - 26,780 Revisions to asset retirement obligations 9,901,340 435,067 Issuance of shares of common stock to advisors - 1,892,266 The accompanying notes are an integral part of these consolidated financial statements. F- 6 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION Organization and Nature of Operations New Era Energy & Digital, Inc. (the “Company”, “we,”, “us,” or “our”, “NUAI”), formerly known as Roth CH Holdings, Inc. (“Roth V”), is a Nevada corporation. The Company was formed on February 6, 2023, through a Reorganization Agreement and Plan Share Exchange (the “Agreement”) with Solis Partners, LLC (“Solis Partners”) as described further in the paragraph below. The Company’s initial operations included the exploration, development, and production of helium, natural gas, oil, and natural gas liquids (“NGLs”). The Company’s producing oil and gas assets and non-producing acreage are primarily located in Chaves County, New Mexico. The Company also owns overriding royalty interests located in Howard County, Texas. On February 6, 2023, the Company entered into the Agreement with Solis Partners. Immediately prior to February 6, 2023, the Company was authorized to issue 190 million shares of common stock with a par value of $ 0.001 per share and 10 million shares of preferred stock with a par value of $ 0.001 per share. Subject to the terms of the Agreement, all issued and outstanding member interests in Solis Partners was automatically converted and exchanged for 5 million shares of the Company’s common stock. The Company’s wholly owned subsidiary Solis Partners is a Texas limited liability company. Solis Partners owns and operates the Company’s producing oil and gas assets and non-producing acreage. The Company’s wholly owned subsidiary NEH Midstream LLC (“NEH Midstream”) is a Texas limited liability company, formed August 4, 2023. NEH Midstream previously entered into helium offtake and tolling agreements which expired during 2025. NEH Midstream is also the owner of an in-construction natural gas processing facility. On December 6, 2024, the Company completed the business combination (the “Business Combination) contemplated by the Business Combination and Plan of Organization dated January 3, 2024 (the “Business Combination Agreement”) (as amended on June 5, 2024, August 8, 2024, September 11, 2024 and September 30, 2024, the “BCA”), by and among Roth CH Acquisition V Co. (“ROCL”), Roth CH V Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of ROCL (“Merger Sub”), and NUAI. The Business Combination was accounted for as a reverse recapitalization in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). Under this method of accounting, although ROCL acquired the outstanding equity in NUAI in the Business Combination, ROCL is treated as the “acquired company” and NUAI was treated as the accounting acquirer for financial statement purposes. Accordingly, the Business Combination was treated as the equivalent of NUAI issuing stock for the net assets of ROCL, accompanied by a recapitalization. The net assets of ROCL are stated at historical cost, with no goodwill or other intangible assets recorded. Furthermore, the historical financial statements of NUAI became the historical financial statements of the Company upon the consummation of the merger. As a result, the financial statements included in this Annual Report reflect (i) the historical operating results of NUAI prior to the merger; (ii) the combined results of ROCL and NUAI following the close of the merger; (iii) the assets and liabilities of NUAI at their historical cost and (iv) NUAI’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the merger. See Note 3 - Reverse Capitalization for further details of the merger. In the second half of 2025, we executed a strategic pivot from our legacy natural gas operations to focus exclusively on developing data center campuses where power, land, and connectivity can be assembled and delivered on accelerated timelines. Our mission is to deliver speed-to-power by converging behind-the-meter power flexibility with data center development capabilities. Our primary strategy is to aggregate and entitle “Powered Land” and to develop “Powered Shells” and build-to-suit assets in power-advantaged markets, beginning with the Permian Basin, which benefits from energy abundance, regulatory clarity, and fiber connectivity. On August 11, 2025, the Company’s Board of Directors approved an amendment to the Company’s Articles of Incorporation to change the Company’s name from New Era Helium Inc. to New Era Energy & Digital, Inc. effective as of August 13, 2025. In connection with the name change, the Company’s trading symbol was changed from “NEH” to “NUAI” for common stock and “NEHCW” to ‘NUAIW” for warrants on August 13, 2025. The name change became effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Nevada. F- 7 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Basis of Presentation The accompanying consolidated financial statements of the Company as of December 31, 2025 and 2024, have been prepared in accordance with GAAP issued by the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the years presented. References to GAAP issued by the FASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exemptions emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered un the Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies by any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different applications dates for public or private companies, the Company as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time the Company is no longer considered to be an emerging growth company. At times, the Company may elect to early adopt a new or revised standard. Risks and Uncertainties As a producer of helium, natural gas, NGLs and oil, the Company’s revenue, profitability, and future growth are substantially dependent upon the prevailing and future prices for helium, natural gas, NGLs and oil, which are dependent upon numerous factors beyond its control such as economic, political, and regulatory developments and competition from other energy sources. The energy markets have historically been very volatile, and there can be no assurance that the prices for helium, natural gas, NGLs or oil will not be subject to wide fluctuations in the future. A substantial or extended decline in prices for helium, natural gas, NGLs and oil could have a material adverse effect on the Company’s financial position, results of operations, cash flows, the quantities of natural gas, helium, NGL and oil reserves that may be economically produced and the Company’s access to capital. U.S. Federal Excise Tax We are subject to a U.S. federal 1 % excise tax on certain repurchases of stock. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. F- 8 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements In connection with the ROCL stockholders’ vote at the May Special Meeting, ROCL public stockholders exercised their right to redeem 8,989,488 shares of ROCL common stock for a total of $ 93,010,772 . In connection with the ROCL stockholders’ vote at the December Special Meeting, 927,715 shares of ROCL common stock were tendered for redemption as of December 1, 2023. Excise tax should be recognized in the period incurred, that is when the repurchase occurs. Any reduction in the tax liability due to a subsequent stock issuance, or an event giving rise to an exception, which occurs within a tax year should be recorded in the period of such stock issuance or event giving rise to an exception. During the second quarter of 2023, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company is required to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10 % interest per annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the total liability for any amount that is unpaid from November 1, 2024, until paid in full. As of December 31, 2025 and 2024, the Company recorded an excise tax liability in the consolidated balance sheets of $ 1,402,934 and $ 1,155,726 , respectively. These balances were compromised of $ 1,029,003 of taxes due and $ 373,931 and $ 126,723 of accrued interest and penalty in the consolidated balance sheets at December 31, 2025 and December 31, 2024, respectively. Notice of Delisting On March 4, 2025, the Company received a letter from Nasdaq which notified the Company that, for 30 consecutive business days, the Company’s market value of listed securities (“MVLS”) closed below the $ 50 million MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). F- 9 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements On October 10, 2025, Nasdaq notified the Company that it had cured the deficiency under the MVLS Rule, and the Company is now in compliance with all applicable continued listing standards. The Company continues to monitor its market value of listed securities (“MVLS”) to ensure ongoing compliance with Nasdaq requirements and remains committed to maintaining the listing of its securities on The Nasdaq Stock Market. However, there can be no assurance that the Company will continue to meet all of Nasdaq’s listing standards, that it will avoid future notices of deficiency, or that Nasdaq will not take further listing action. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of all significant intercompany transactions and balances. Segments ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews total assets and income (loss) from operation of the single reportable segment of the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment which is the development, exploration and production of natural gas, helium, NGLs and oil. In addition, the Company has a single company-wide management team that allocates capital resources to maximize profitability and measures financial performance as a single enterprise. Functional and reporting currency The functional and reporting currency of the Company is the United States dollar. Liquidity and Going Concern The Company recorded a net loss of $ 29,585,804 for the year ended December 31, 2025, and net loss of $ 13,782,384 for the year ended December 31, 2024. As of December 31, 2025, the Company had a working capital of $ 2,545,098 and a cash balance of $ 1,202,728 . F- 10 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Historically, the Company’s primary sources of liquidity have been cash received from oil, natural gas, and product sales, contributions from members, and borrowings. Management’s assessment of the entity’s ability to continue as a going concern involves making a judgement, at a particular point in time, about inherently uncertain future outcomes of events or conditions. Any judgment about the future is based on information available at the time at which the judgment is made. Subsequent events may result in outcomes that are inconsistent with judgments that were reasonable at the time they were made. Management has taken into account the following: a. The Company’s financial position; and b. The risks facing the Company that could impact liquidity and capital adequacy. The Company’s future capital requirements will depend on many factors, including the Company’s revenue growth rate and the timing and extent of spending to support further sales and marketing efforts. The Company currently expects to require approximately $ 73.7 million over the next twelve months, including $ 9.85 million payable by March 31, 2026 and up to an additional $ 50.0 million payable by June 30, 2026 related to outstanding financing arrangements. The Company also expects to incur approximately $ 10.0 million in general and administrative expenses and approximately $ 3.9 million of other costs. Upon executing binding term sheets or definitive agreements with data center users, these costs may increase materially. The Company cannot provide any assurance that additional financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to raise additional capital, the Company’s business, results of operations and financial condition could be materially and adversely affected. As a result, in connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern , management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through the twelve months following the issuance date of the December 31, 2025 consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recovery of recorded assets or the classification of liabilities that might result should we be unable to continue as a going concern. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, certain disclosures at the date of the consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Significant estimates affecting the consolidated financial statements have been prepared on the basis of the most current and best available information. The estimates and assumptions include but are not limited to inputs used to calculate asset retirement obligations (“AROs”) (Note 11), the estimate of proved natural gas, oil, and natural gas liquids reserves and related present value estimates of future net cash flows therefrom (Note 6), and inputs used to calculate the value of common shares issued for services (Note 17). These estimates and assumptions are based on management’s best estimates and judgements. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the financial statements. F- 11 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity date of three months or less to be cash equivalents. As of December 31, 2025 and 2024, the Company did not hold any cash equivalents other than cash on deposit. Restricted Investments Restricted investments related to Certificates of Deposit (“CDs”) held at West Texas National Bank. These CDs are used as collateral for operating and plugging bonds for the New Mexico Oil Conservation Division, New Mexico State Land Office, and the Bureau of Land Management. Receivables and Allowance for Expected Losses The Company’s receivables result primarily from the sale of oil, natural gas and NGLs as well as billings to joint interest owners for properties in which the Company serves as the operator. Receivables from product sales are generally due within 30 to 60 days after the last day of each production month and do not bear any interest. Receivables associated with joint interest billings are regularly reviewed by management for collectability, and they establish or adjust an allowance for expected losses as necessary. The Company determines its allowance for each type of receivable by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the debtor’s current ability to pay its obligation to the Company, the condition of the general economy and the industry as a whole. December 31, 2025 December 31, 2024 Oil, natural gas and NGL sales 207,760 108,091 Joint interest accounts receivable 806,694 624,577 Other accounts receivable 140,465 118,636 Less allowance for expected losses ( 213,851 ) - Total Accounts Receivable, net 941,068 851,304 The beginning accounts receivable balance at January 1, 2024 was $ 692,351 . A summary of changes in the allowance for credit losses for the year ended December 31, 2025 is as follows: Allowance for Credit Losses Beginning balance - Provision for expected credit losses 213,851 Write-offs - Recoveries - Ending balance 213,851 Provision for expected credit losses is recorded within general and administrative expenses in the consolidated statements of operations. During the year ended December 31, 2025, the Company wrote off approximately $62,970 of uncollectible receivables and none during the year ended December 31, 2024. In addition to the above, $ 185,808 is recorded as an allowance for credit losses on the related party receivable as of December 31, 2025. F- 12 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Prepaid Expenses The Company includes in prepaid expenses payments made in advance for goods or services for which the Company will receive a future benefit. Prepaid expenses are recorded at cost and are expensed over the period in which the benefit is realized. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Betterments, renewals, and extraordinary repairs that materially extend the useful life of the asset are capitalized; other repairs and maintenance charges are expensed as incurred. The Company includes in property, plant and equipment the processing plant under construction, computer equipment, furniture and fixtures, and leasehold improvements. Depreciation and amortization expense is calculated using the straight-line method over the estimated useful lives of the related assets, which results in depreciation and amortization being incurred evenly over the life of an asset. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. Management performs ongoing evaluations of the estimated useful lives of the property and equipment for depreciation purposes. Management periodically reviews long-lived assets, other than oil and gas property, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its carrying amount. The Company recorded an impairment charge of $ 5,330,236 related to a partially completed plant during the year ended December 31, 2025. No impairment charges were recorded during the year ended December 31, 2024. Oil and Gas Properties The Company follows the full cost accounting method to account for oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of oil and gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on nonproducing leases, drilling, completing and equipping of oil and gas wells, administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil and gas, in which case the gain or loss is recognized to operations. The capitalized costs of oil and gas properties, plus estimated future development costs relating to proved reserves and excluding unevaluated and unproved properties, are amortized as depletion expense using the units-of-production method based on estimated proved recoverable oil and gas reserves. The costs associated with unevaluated and unproved properties, initially excluded from the amortization base, relate to unproved leasehold acreage, wells and production facilities in progress and wells pending determination of the existence of proved reserves, together with capitalized interest costs for these projects. Unproved leasehold costs are transferred to the amortization base with the costs of drilling the related well once a determination of the existence of proved reserves has been made or upon impairment of a lease. Costs associated with wells in progress and completed wells that have yet to be evaluated are transferred to the amortization base once a determination is made whether or not proved reserves can be assigned to the property. Costs of dry wells are transferred to the amortization base immediately upon determination that the well is unsuccessful. F- 13 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Under full cost accounting rules for each cost center, capitalized costs of evaluated oil and gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated production of proved oil and gas reserves, based on current prices and operating conditions, discounted at ten percent ( 10 %), plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to operations. For purposes of the ceiling test calculation, current prices are defined as the un-weighted arithmetic average of the first day of the month price for each month within the 12-month period prior to the end of the reporting period. Prices are adjusted for basis or location differentials. Unless sales contracts specify otherwise, prices are held constant for the productive life of each well. Similarly, current costs are assumed to remain constant over the entire calculation period. Given the volatility of oil and gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved oil and gas reserves could change in the near term. If oil and gas prices decline in the future, even if only for a short period of time, it is possible that impairments of oil and gas properties could occur. In addition, it is reasonably possible that impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved oil and gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved oil and gas reserves. The Company recorded a ceiling test impairment charge of approximately $6.7 million for the year ended December 31, 2025, and no ceiling test impairment charges for the year ended December 31, 2024. Accounts Payable and Accrued Liabilities The Company’s payables and accrued liabilities result primarily from the operation of its oil and natural gas properties as well as the administration of the Company. For properties in which the Company is operator, the Company pays 100 % of most operating costs, then bills the non-operating partners for their share of the costs. The Company records the Company’s share of these costs in its consolidated statements of operations. Accounts payables are generally due within 30 of receipt of the invoices by the Company and do not bear any interest. The table below represents the accounts payable and accrued liabilities recorded in the Company’s consolidated balance sheets. December 31, 2025 December 31, 2024 Trade payable 535,958 1,003,380 Suspense payable 741,229 727,230 Total accounts payable 1,277,187 1,730,610 Total accrued liabilities 691,159 319,327 Leases The Company determines if an arrangement is a lease at inception. Operating leases are recorded in operating lease right-of-use asset, operating lease liability, current, and operating lease liability, long-term on the consolidated balance sheets. F- 14 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s lease does not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate used at adoption was 2.37 %. Significant judgement is required when determining the incremental borrowing rate. Rent expense for lease payments is recognized on a straight-line basis over the lease term. Asset retirement obligations The Company records a liability for asset retirement obligations (“ARO”) associated with its oil and gas wells when the well has been completed. The ARO is recorded at its estimated fair value, measured by the expected future cash outflows required to satisfy the abandonment and restoration discounted at our credit-adjusted risk-free interest rate. The corresponding cost is capitalized as an asset and included in the carrying amount of oil and gas properties and is depleted over the useful life of the properties. Subsequently, the ARO liability is accreted to its then-present value. Inherent in the fair value calculation of an ARO are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the oil and gas property balance. Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement. This gain or loss is recorded to the oil and gas property balance. Financial Instruments and Concentrations of Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and accounts receivables. The Company maintains its cash in accounts with major financial institutions within the United States. The Company’s cash balances can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company places its cash with high credit quality financial institutions. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk. The Company is subject to credit risk resulting from the concentration of its oil, natural gas and NGL receivables with significant purchasers. One purchaser accounted for all of the Company’s oil sales revenues for the years ended December 31, 2024, there were no oil sales for the year ended December 31,2025. A separate purchaser accounted for all the natural gas and NGL revenues for the years ended December 31, 2025 and 2024. The Company does not require collateral. While the Company believes its recorded receivables will be collected, in the event of default the Company will follow normal collection procedures. The Company does not believe the loss of either purchaser would materially impact its operating results as oil, natural gas and NGLs are fungible products with a well-established market and numerous purchasers. Revenue recognition The Company records revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers (“ASC 606”) which uses a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which includes (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue as each performance obligation is satisfied. F- 15 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Revenue from contracts with customers The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or the processor of the product. Revenue is measured based on the consideration the Company expects to receive in exchange for those products. Performance obligations and significant judgments The Company sold oil and natural gas products in the United States through a single reportable segment. The Company enters into contracts that generally include oil, natural gas, and associated liquids in variable quantities and priced based on a specific index related to the type of product. The oil and natural gas were typically sold in an unprocessed state to processors and other third parties for processing and sale to customers. The Company recognized revenue at a point in time when control of the oil or natural gas passes to the customer or processor, as applicable, discussed below. The Company previously sold its oil to a single purchaser under a month-to-month purchase agreement at a price based on an index price from the purchaser. This agreement will continue on a month-to-month basis thereafter unless and until terminated by the Company or the purchaser with a 30 -day advance notice. Oil that is produced from the Company’s wells is stored in tank batteries located on the Company’s lease. When the purchaser’s truck connects to the storage tank and oil enters the truck, control of the oil is transferred to the purchaser, the Company’s obligations are satisfied, and revenue is recognized. During 2025, the Company did not have any oil sales as it disposed of its oil properties in 2024. The Company sells its natural gas and NGLs to a single purchaser, who is also the processor, under a purchase agreement at a price based on an index price from the purchaser which expired on May 31, 2024. This agreement currently continues on a month-to-month basis unless and until terminated by the Company or the purchaser with a 30 -day advance notice. Under our natural gas and NGL contracts with processors, when the unprocessed natural gas is delivered at the sales meter, control of the gas is transferred to the purchaser, the Company’s obligations are satisfied, and revenue is recognized. In the cases where the Company sells to a processor, management has determined that the processors are customers. The Company recognizes the revenue in these contracts based on the net proceeds received from the processor. The Company has no unsatisfied performance obligations at the end of each reporting period. Management does not believe that significant judgments are required with respect to the determination of the transaction price, including any variable consideration identified. There is a low level of uncertainty due to the precision of measurement and use of index-based pricing adjusted for transportation and other related deductions, which are based on contractual or historical data. Additionally, any variable consideration identified is not constrained. F- 16 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows: ● Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment; ● Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly; and ● Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Convertible Note Payable When the Company issues convertible debt, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine (1) whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity, and (2) whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of a “derivative” in ASC 815, Derivatives and Hedging. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations (see Note 7 “Notes Payable”). Warrants The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its Common Stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. F- 17 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Related parties All material related party transactions are approved by members of the Board of Directors not affiliated with the transactions. These Board members consider the details of each new, existing or proposed related party transaction, including the terms of the transaction, the business purpose of the transaction, and the benefits to the Company and the relevant related party. In determining whether to approve a related party transaction, the following factors are considered: (1) if the terms are fair to the Company, (2) if there are business reasons to enter into the transaction, or (3) if the transaction would present an improper conflict of interest for any officer. Income taxes The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts for income tax purposes and net operating loss and tax credit carryforwards. The amount of deferred taxes on these temporary differences is determined using the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, as applicable, based on tax rates and laws in the respective tax jurisdiction enacted as of the balance sheet date. The Company reviews its deferred tax assets for recoverability and establishes a valuation allowance based on projected future taxable income, applicable tax strategies and the expected timing of the reversals of existing temporary differences. A valuation allowance is provided when it is more likely than not (likelihood of greater than 50 percent) that some portion or all the deferred tax assets will not be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based upon the technical merits of the position. If all or a portion of the unrecognized tax benefit is sustained upon examination by the taxing authorities, the tax benefit will be recognized as a reduction to the Company’s deferred tax liability and will affect the Company’s effective tax rate in the period it is recognized. (See Note 13. Income Taxes). The Company records any tax-related interest charges as interest expense and any tax-related penalties as other expenses in the consolidated statements of operations of which there have been none to date. The Company is also subject to the Texas Margin Tax. The Company realized no Texas Margin Tax in the accompanying consolidated financial statements as we do not anticipate owing any Texas Margin Tax for the periods presented. Stock-based compensation The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the consolidated statements of operations based on their grant date fair values. F- 18 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements The Company periodically issues common stock and common stock options to consultants for various services. Costs of these transactions are measured at the fair value of the service received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty’s performance is complete. Loss Per Share The Company accounts for net loss per share in accordance with ASC subtopic 260 - 10, Earnings Per Share (“ASC 260 - 10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. Diluted are as their effect would be anti - dilutive. Investment in Joint Venture The Company accounts for its investment in joint ventures using the equity method of accounting in accordance with ASC 323, Investments — Equity Method and Joint Ventures. Under this method, the investment is initially recorded at cost and subsequently adjusted to recognize the Company’s proportionate share of the joint venture’s net income or loss. Distributions received from the joint venture reduce the carrying amount of the investment. The Company evaluates its investment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If it is determined that a loss in value is other than temporary, the investment is written down to its estimated fair value. Management evaluated the Company’s investment as of December 31, 2025 and determined that no impairments were required during the period . Recent accounting pronouncements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures. The amendments address more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in the ASU are effective for public business entities for annual periods beginning after December 31, 2024 on a prospective basis. The Company adopted this guidance during the current fiscal year and the adoption did not have a material impact on the Company’s consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to the financial statements. The amendments in the ASU are effective for public entities for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is still evaluating the effect of the adoption of this guidance. F- 19 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements NOTE 3: RECAPITALIZATION As discussed in Note 1. “Organization and Basis of Presentation,” on December 6, 2024, the Company completed the Business Combination contemplated by the Business Combination Agreement dated January 3, 2024, by and among ROCL, the Merger Sub, and NUAI. At the Closing, pursuant to the Business Combination Agreement and after giving effect to the redemption of shares of ROCL common stock: 1. The total consideration paid at the Closing (the “Merger Consideration”) by ROCL to New Era Helium Corp. security holders was 8,916,625 shares of common stock of Holdings. 2. Each share of Merger Sub common stock, par value $ 0.0001 per share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time (as defined in the Business Combination Agreement) was converted into one newly issued share of the Company’s common stock. Following the filing of the Articles of Merger with the Secretary of State of the State of Nevada, ROCL merged with and into Holdings, with Holdings as the surviving company of the Initial Merger. Following the filing of the Articles of Merger with the Secretary of State of the State of Nevada, Merger Sub merged with and into with New Era Helium Corp. as the surviving corporation of the Business Combination, effective December 6, 2024. Thus, New Era Helium Corp. became a wholly owned subsidiary of ROCL. In connection with the Business Combination, Holdings changed its name to “New Era Helium Inc.” Although ROCL was the legal acquirer of NUAI in the merger, NUAI is deemed to be the accounting acquirer, and the historical financial statements of NUAI became the basis for the historical financial statements of the Company upon the closing of the merger. NUAI was determined to be the accounting acquirer based on an evaluation of the following facts and circumstances: ● NUAI’s current shareholders have a majority of the voting power in the combined company; ● NUAI’s existing stockholders have the ability to control decisions regarding election and removal of directors and officers of the combined company; ● NUAI is the larger entity in terms of substantive operations and employee base; ● NUAI comprises the ongoing operations of the combined company; ● NUAI’s existing senior management is the senior management of the combined company. In accordance with the guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to December 6, 2024, to reflect the number of shares of the Company’s common stock, $ 0.0001 par value per share, issued to NUAI’s stockholders in connection with the merger. As such, the shares and corresponding capital amounts and earnings per share related to NUAI’s common stock prior to the merger have been retroactively restated as shares reflecting the exchange ratio established in the merger. F- 20 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements The number of shares of Common Stock issued immediately following the consummation of the Business Combination were: ROCL common stock outstanding prior to the Business Combination 11,500,000 Less: Redemption of ROCL common stock ( 11,162,973 ) ROCL common stock 337,027 ROCL founder shares outstanding 2,325,000 ROCL private shares outstanding 461,500 Shares issued to advisors 1,125,000 Business combination shares 4,248,527 NEW ERA shares 8,916,625 Common stock immediately after the Business Combination 13,165,152 The number of New Era shares was determined as follows: NEW ERA Shares NEW ERA Shares after Conversion Ratio Common stock 8,623,205 8,916,625 Public and private placement warrants The 5,750,000 warrants issued at the time of ROCL’s initial public offering (the “Public Warrants”) and the 230,750 warrants issued in connection with the private placement at the time of ROCL’s initial public offering (the “Private Warrants” and together with the Public Warrants, the “Tradeable Warrants”) remained outstanding and became warrants for the Company (See Note 12. Equity). Redemption Prior to the closing of the Business Combination, certain ROCL public stockholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 11,162,973 shares of ROCL common stock for an aggregate payment of $ 117,044,333 . NOTE 4: PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table presents the components of prepaid expenses and other current assets as of the dates indicated: December 31, 2025 December 31, 2024 Retainer for workover rigs 240,000 240,000 Prepaid insurance 632,226 575,498 Prepaid expense 4,437 3,444 Prepaid taxes - 133,198 Security deposit 5,050 5,050 Other 9,987 9,986 Total prepaid expenses - current 891,700 967,176 Retainer for workover rigs 120,000 360,000 Total prepaid expenses-noncurrent 120,000 360,000 F- 21 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements NOTE 5. PROPERTY, PLANT AND EQUIPMENT The Company will record depreciation expense for the processing plant over its estimated useful life. Depreciation on the processing plant will commence once the processing plant is placed into service. The Company records depreciation expense for computer equipment and furniture and fixtures over a useful life of five years . The Company records depreciation expense for leasehold improvement over the lesser of their estimated useful lives or the underlying terms of the associated leases. December 31, 2025 December 31, 2024 Processing plant under construction – cost 5,330,236 3,791,736 Computer equipment – cost 30,020 9,820 Field equipment - cost 107,347 - Furniture and fixtures – cost 22,101 22,101 Leasehold improvements – cost 23,006 23,006 Total – cost 5,512,710 3,846,663 Processing plant under construction – accumulated impairment ( 5,330,236 ) - Computer equipment – accumulated depreciation ( 14,898 ) ( 6,874 ) Field equipment – accumulated depreciation ( 11,733 ) Furniture and fixtures – accumulated depreciation ( 20,691 ) ( 16,271 ) Leasehold improvements – accumulated depreciation ( 18,378 ) ( 13,776 ) Total – accumulated depreciation ( 5,395,936 ) ( 36,921 ) Processing plant under construction – net - 3,791,736 Computer equipment – net 15,122 2,946 Field equipment – net 95,614 - Furniture and fixtures – net 1,410 5,830 Leasehold improvements – net 4,628 9,230 Total Property, plant and equipment, net 116,774 3,809,742 The Company recorded depreciation expense in the amounts of $ 28,779 and $ 10,986 during the years ended December 31, 2025, and 2024, respectively. The Company recorded an impairment charge of $ 5,330,236 million related to a partially completed plant during the year ended December 31, 2025. The impairment was triggered by management’s determination that the plant is not included in ongoing discussions regarding potential property dispositions and is unlikely to be completed or placed into service. As a result, the Company concluded that the carrying amount of the asset was not recoverable. The asset was written down to its estimated fair value, which was determined using a market-based assessment of expected recoverable value and was considered negligible. The impairment charge is included in impairment of long-lived assets in the Consolidated Statements of Operations and relates to the Company’s single reportable segment. No impairment charges were recorded during the year ended December 31, 2024. NOTE 6. OIL AND NATURAL GAS PROPERTIES December 31, 2025 December 31, 2024 Evaluated oil and natural gas properties – cost 16,834,411 6,933,071 Accumulated depletion and impairment ( 13,537,453 ) ( 6,142,978 ) Oil and natural gas properties, net 3,296,958 790,093 The Company had no unevaluated properties at December 31, 2025, and 2024. F- 22 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements The Company recorded depletion expense in the amounts of $ 662,071 and $ 716,490 during the years ended December 31, 2025, and 2024, respectively. The Company recorded a ceiling test impairment of approximately $ 6,732,403 million for the year ended December 31, 2025 and no ceiling test impairments for the year ended December 31, 2024. The ceiling test impairments was driven by a change in strategy which resulted in the removal of the Company’s proved undeveloped locations. Additions During the year ended December 31, 2025, the Company recorded approximately $ 9,901,340 million of costs related to revisions to estimated plugging and abandonment costs. Disposals In June 2024, the Company assigned interest in certain properties located in Chaves County, New Mexico to Earnest Producing Corporation (“Earnest”), an entity controlled by Joel Solis, the Company’s chairman. The amount recorded as a deduction of Evaluated oil and natural gas properties – cost was $ 193,229 . This was based on a $ 166,449 fair value calculated for the properties and assumption of the asset retirement obligations by Earnest. At the time of the assignment, the asset retirement costs recorded on the Company’s consolidated balance sheets associated with these properties was $ 26,780 . (See Note 9. Related Party Transactions). NOTE 7. NOTES PAYABLE AirLife Note Payable On August 25, 2023, the Company, through its wholly owned subsidiary NEH Midstream, entered into a Promissory Note (“AirLife Note”) with AirLife Gases USA Inc. (“AirLife”). Under the AirLife Note, NEH Midstream agreed to pay AirLife the principal sum of $ 2,000,000 or such lesser amount as shall equal the outstanding principal amount of the Advance made to NEH Midstream by AirLife. The entire balance will be due on the earlier of (i) the date that is 18 months after the commencement date as defined the Purchase and Sale Agreement between NEH Midstream and AirLife dated August 25, 2023, or (ii) May 30, 2027. Interest shall accrue at 0.0211 %, compounded daily, equivalent to an annual interest rate of 8 %, commencing on the date the advance was made and continuing until repaid. The Company’s interest in certain oil and natural gas properties, included within the Oil and natural gas properties, net (full cost) balance on the Company’s consolidated balance sheets are pledged as collateral for the AirLife Note. As of December 31, 2025, and 2024, the amount outstanding under the AirLife Note, including accrued interest of $ 0 and $ 2,217,823 , respectively, and recorded as Notes payable — noncurrent on the Company’s consolidated balance sheets. Pursuant to the terms of the Purchase Agreement, if the Purchase Agreement is terminated due to delay of the November 30, 2025 Commencement Date, succession of plant operations or early termination of the Purchase Agreement, the Company will be required to pay the total amount of remaining monthly installments of the AirLife Note within five (5) days of the date of such termination. (See Note 15 and Note 19). On October 22, 2025, AirLife provided the Company with formal notice of termination of the Liquid Helium Agreement , with such termination to be effective November 30, 2025, provided that the Commencement Date (as defined in the agreement) has not occurred. In accordance with the termination provisions of the Promissory Note dated October 25, 2023, issued by the Company to AirLife, the Company became obligated to pay $ 2,382,256 , representing the Adjusted Advance Amount of $ 382,256 and reimbursement of a $ 2,000,000 advance, within five (5) days of the termination date. The Company made this payment to AirLife on December 5, 2025. Fourth Amended and Restated Equity Purchase Facility Agreement On December 6, 2024, following the closing of the Business Combination, the Company and an institutional investor (the “EPFA Investor”) entered into an Equity Purchase Facility Agreement (the “EPFA”). Pursuant to the EPFA, the Company has the right to issue and sell to the EPFA Investor, and the EPFA Investor must purchase from the Company, up to an aggregate of $ 75 million (the “Commitment Amount”) in newly issued shares (the “Advance Shares”) of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), subject to the satisfaction or waiver of certain conditions. The Company may issue up to 866,873 Advance Shares assuming a purchase price of $ 8.075 per Advance Share. F- 23 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Until the termination of the EPFA, the Company must maintain a minimum cash balance of $ 500,000 . As an inducement to entering into the EPFA, a designee of the EPFA Investor received 550,000 shares of ROCL and such shares were converted into 550,000 shares of Common Stock in connection with Business Combination. The EPFA also provides for the issuance of two pre-paid advances in the aggregate amount of $ 10 million as discussed below. On October 16, 2025, the Company provided the Investor with notice of termination of the EPFA, with such termination to be effective October 24, 2025, in accordance with the terms of the EPFA. The Company determined that it is sufficiently capitalized at present and does not expect to sell any additional shares to the Investor. The Company will not incur any termination penalties as a result of its termination of the EPFA. Convertible Notes The first pre-paid advance in the amount of $ 7 million and the second pre-paid advance in the amount of $ 3 million, each of which to be evidenced by a senior secured convertible promissory note (“the Notes”), which is convertible into shares of Common Stock. The Notes are secured by all assets of the Company. The Note for the First Pre-Paid Advance is initially convertible into 770,000 shares of Common Stock, assuming a conversion price of $ 10 and no accrued and unpaid interest. The Second Pre-Paid Advance Note will be initially convertible into 330,000 shares of Common Stock, assuming a conversion price of $ 10 and no accrued and unpaid interest. The proceeds from the Second Pre-Paid Advance Note and sale of Advance Shares are expected to be used by the Company first to pay the then monthly payment on any outstanding Notes and then the remainder in the manner for working capital. Pursuant to the terms of the EPFA, the Company is required to hold a special meeting of stockholders no later than ninety (90) calendar days following December 6, 2024 to seek approval of (i) the issuance of all of the shares of Common Stock that may be issuable pursuant to the Notes and the EPFA in compliance with the rules and regulations of Nasdaq and (ii) an amendment to the Company’s articles of incorporation to increase the number of authorized shares of capital stock of the Company to 250,000,000 . At any time until the EPFA is terminated, the Company, in its sole discretion, has the right, but not the obligation, to issue and sell to the EPFA Investor, and the EPFA Investor must subscribe for and purchase from the Company, Advance Shares. The price per Advance Share will be determined by multiplying the market price by 95 % in respect of an Advance Notice, which shall be reduced by one-third (1/3rd) for each Excluded Day Purchase Price (as defined in the EPFA), which is not known at the time an Advance Notice is delivered but shall be determined on each closing based on the daily prices of the Advance Shares that are the inputs to the determination of the purchase price. While the Convertible Notes are outstanding, the Company cannot issue, sell, grant, or otherwise dispose of any securities, or enter into any agreement or arrangement to do so, at a price per security less than 120 % of $ 2.00 per share of Common Stock (the “EPFA Floor Price”) on such date, or otherwise provide rights to acquire securities at an effective price per security below 120 % of the EPFA Floor Price unless the Company uses the proceeds of such transaction to fully redeem such outstanding Notes. Senior Secured Convertible Promissory Note Each Convertible Note provides for a 7 % original issue discount and is for a term of 15 months. Commencing on the ninetieth (90th) day following the applicable Issuance Date and continuing on the same day of each successive calendar month until the entire outstanding principal amount has been repaid, the Company is required to make monthly payments to the holder of the Note (the “Holder”). Each monthly payment will be in an amount equal to the sum of (i) one twelfth (1/12) of the initial aggregate principal of the Note and all other notes issued pursuant to the EPFA, plus (ii) accrued and unpaid under the Note as of each payment date. Interest accrues on the outstanding principal balance at an initial annual rate equal to 10 % (“Interest Rate”), which Interest Rate will increase to an annual rate of 18 % upon the occurrence of an Event of Default (as defined in the Note). F- 24 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements On December 6, 2024, the Company drew the first prepaid advance of $ 7,000,000 , net of an original issue discount of $ 490,000 and debt issuance costs of $ 5,048,574 . On January 16, 2025, following the effectiveness of the Company’s Registration Statement on Form S-1, on December 30, 2024, the Company issued another Senior Secured Convertible Promissory Note (the “Subsequent Note”) to the Investor in an aggregate principal amount of $ 3.0 million for an aggregate purchase price of $ 2.79 million after giving effect to a 7 % original issue discount and debt issuance costs of $ 347,498 . The Subsequent Note is for a term of 15 months from the Issuance Date. The outstanding balance on the Convertible Note and the Subsequent Note, net of debt discount, as of December 31, 2025 and December 31, 2024 was $ 0 and $ 2,233,712 , respectively. Amendment to Senior Secured Convertible Promissory Note On May 5, 2025, the Company and the Investor entered into two amendments to the Promissory Notes, an amendment to the Senior Secured Convertible Promissory Note dated December 6, 2024 (the “First Amendment”) and an amendment to the Subsequent Note dated January 16, 2025 (the “Second Amendment”) which, among other things, provides that the Company may elect to defer the principal portion of the monthly payments that are due to the Investor in May 2025, June 2025, or July 2025 until on or before the Maturity Date of the respective Promissory Note in exchange for the payment of a deferral fee (the “Deferral Fee”) equal to 2.0 % of the outstanding Principal on each of the Promissory Notes payable monthly until the deferred principal payments are paid in full. The Deferral Fee is payable 50 % in cash and 50 % as an addition to the outstanding Principal amount on the applicable payment date. The Company elected to defer the principal portion of the monthly payments that were due to the Investor in May 2025, June 2025, and July 2025. The deferral fees were recognized as an additional debt discount of $ 520,167 . The Company has evaluated the First and Second Amendment and as the effective borrowing rate under the restructured agreements are less than the effective annual interest rate on the old agreements, a concession is deemed to have been granted under ASC 470-60-55-10. As a concession has been granted, the agreements were accounted for as a troubled debt restructuring (“TDR”) by debtors under ASC 470-60. As of December 31, 2025, and December 31, 2024, the accrued interest on the Convertible Note in the consolidated balance sheets was $ 0 and $ 49,863 , respectively. In September 2025, $ 6,118,243 of the convertibles notes principal balance and $ 26,020 of accrued interest was converted into 6,125,002 shares of common stock per the terms of the agreement. On October 1, 2025, the Company repaid in full all outstanding amounts under its convertible promissory notes. The repayment included the remaining principal balance, and all accrued but unpaid interest, and the Convertible Notes were fully extinguished as of that date. As a result, all related derivative assets and liabilities associated with the Notes were settled or written off in connection with the payoff. F- 25 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Conversion Rights Each Note is convertible into shares of Common Stock at the option of the Investor at an initial conversion price of $ 10.00 per share (the “Conversion Price”). If the Company sells, enters into an agreement to sell, or grants any option to purchase any shares of Common Stock or any other securities that are at any time convertible into, or exercisable or exchangeable for common stock, at an effective price per share less than the Conversion Price of the Note then in effect, the Conversion Price will be reduced to equal the effective price per share in such dilutive issuance. The Conversion Price is also subject to a downward adjustment if an Event of Default occurs. The Conversion Price is subject to an initial floor price of $ 2.00 per share of Common Stock, however beginning on the effective date of the initial Registration Statement, and on the same day of every six (6) months thereafter (each, a “Floor Price Reset Date”), the floor price will be reduced to 20 % of the average volume weighted average price of the Common Stock for such trading day on the primary market of the Common Stock during regular trading hours as reported by Bloomberg L.P. (the “VWAP”) during the five (5) trading days immediately prior to such Floor Price Reset Date. Additionally, the Company may reduce the floor price to any amount set forth in a written notice to the Holder, provided that any such reduction will be irrevocable and will not be subject to increase thereafter. The Company may prepay the Note at its option, upon thirty (30) business days written notice, by paying a 10 % redemption premium. The Company reviewed the conversion option and determined that the scope exception within ASC 815-10-15-74 (a) is met and the conversion option is not required to be bifurcated and accounted for as an embedded derivative under ASC 815. Event of Default Conversion From and after the occurrence of an Event of Default, the Holder may elect to convert the Note into shares of the Common Stock at the “Event of Default Conversion Price”, which is equal to the lower of the Conversion Price then in effect; and 90 % of the lowest VWAP of the Common Stock during the ten ( 10 ) consecutive trading days immediately prior to the date on which we received written notice of such conversion from such holder, subject to the Floor Price. The Company reviewed the Event of Default feature under ASC 815-15 and determined that the default interest feature is considered an embedded derivative that should be bifurcated from the host instrument requiring fair value accounting at issuance with all changes in fair value after the issuance date recorded in the consolidated statement of operations (See Note 16). Limitations on Conversion A Holder shall not have the right to convert any portion of the Note to the extent that, after giving effect to such conversion, the Holder (together with its related parties) would beneficially own in excess of 4.99 % (the “Maximum Percentage”) of shares of the Company Common Stock outstanding immediately after giving effect to such conversion. The Maximum Percentage may be raised or lowered to any other percentage not in excess of 9.99 %, at the option of the Holder, except that any increase will only be effective upon 61 days’ prior written notice to us. Redemption Rights At any time, the Company may redeem in cash all, or any portion, of the Note, in an amount equal to the outstanding principal balance being redeemed, plus a 10 % premium in respect of such principal amount, plus all accrued and unpaid interest, if any, on such principal amount. F- 26 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Security Agreement Also, on December 6, 2024, the Company, each of its subsidiaries (each, a “Grantor”), and the Investor, entered into a Security Agreement (the “Security Agreement”) with respect to the Notes. Pursuant to the Security Agreement, each Grantor granted a security interest in such Grantor’s right, title and interest in and to each type of property described in the Security Agreement, (collectively, the “Collateral”), including, but not limited to the Company’s Equipment, Inventory, Receivables, Related Contracts, Pledged Debt, Investment Property, Pledged Stock and Account Collateral. The Collateral secures and will secure all debts, obligations, liabilities, covenants and duties of every kind owed at any time to the Secured Parties by the Grantors under the Purchase Agreement, the Notes, the Guarantee and/or each other Transaction Document. Subsidiary Guarantee Also, on December 6, 2024, each of the Company’s subsidiaries (the “Guarantors”) executed a guarantee agreement (the “Subsidiary Guarantee”), whereby each such Guarantor guaranteed to the EPFA Investor the prompt and full payment and performance of the Guaranteed Obligations of the Company under and pursuant to the Security Agreement. Amended and Restated Equity Purchase Facility Agreement On February 21, 2025, the Company and the Investor entered into an Amended and Restated Equity Purchase Facility Agreement (the “A&R EPFA”), which amends and restates the Existing EPFA in its entirety. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the A&R EPFA. The A&R EPFA provides, among other things, that for so long as any amount remains outstanding under the Promissory Notes, if the Company submits an Advance Notice (as defined in the A&R EPFA), then the aggregate purchase price owed to the Company from such Advance Notice (the “Advance Proceeds”) shall be paid by the Investor to the Company and used by the Company in accordance with Section 7.15 of the A&R EPFA; provided, however, that any such Advance Notice that is submitted during any thirty (30) calendar day period preceding the date on which the Company is required to make a monthly payment pursuant to Sections 1(b) and 1(d) of the Promissory Notes (each such payment, a “Note Payment”), then without the prior written consent of the Investor, the Company may only submit such Advance Notice, if the Advance Proceeds are paid by the Investor by offsetting the amount of the Advance Proceeds against the full amount of the applicable Note Payment (first towards accrued and unpaid interest, then towards Payment Premiums (as defined in the Promissory Notes) (if applicable), and then towards outstanding principal), with any remaining Advance Proceeds to be paid by the Investor in cash to the Company and used by the Company in accordance with Section 7.15 of the A&R EPFA. Furthermore, if there is any default under the Promissory Notes, the Company may only submit an Advance Notice with the prior consent of the Investor. Under the terms of the A&R EPFA, the price per Advance Share (as defined in the A&R EPFA) is set at the product obtained by multiplying the market price by 95 %. In the event of a Regular Purchase Pricing Period (as defined in the A&R EPFA), the Company may elect to set the minimum price per Advance Share (the “Minimum Acceptable Price”) for such Advance Notice, however, if no Minimum Acceptable Price is selected, the Minimum Acceptable Price will automatically be set at a price equal to the Floor Price (as defined in the A&R EPFA) then in effect multiplied by 105.3 %. In the event of an Accelerated Purchase Pricing Period (as defined in the A&R EPFA), the Minimum Acceptable Price shall always equal the Floor Price then in effect multiplied by 105.3 %. Each trading day during a Pricing Period (as defined in the A&R EPFA) that is an Excluded Day (as defined in the A&R EPFA), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by (i) in the event of a Regular Purchase Pricing Period, one-third for each such Excluded Day, (ii) in the event of an Accelerated Purchase Pricing Period, (A) with respect to an Equity Condition Excluded Day (as defined in the A&R EPFA), 100 % or (B) with respect to a MAP Excluded Day (as defined in the A&R EPFA), 16 % for each MAP Event (as defined in the A&R EPFA) in the applicable Accelerated Purchase Pricing Period. The A&R EPFA also provides that in no event may the Purchase Price be lower than the Floor Price then in effect and the Company may not submit an Advance Notice, without the consent of the Investor, if the market price of the Company’s common stock immediately prior to submission is lower than 120 % of the Floor Price then in effect. F- 27 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Pursuant to the terms of the A&R EPFA, the Floor Price is currently set at $ 0.7176 per Common Share, which is equal to 20 % of the average five-day VWAP of the Common Shares on January 15, 2025, which is the date the Company’s resale registration statement on Form S-1 was declared effective. The A&R EPFA further provides that, beginning on July 15, 2025 and on the same day of every six(6) months thereafter (each, a “Floor Price Reset Date”), the Floor Price shall be adjusted (downwards only) to 20 % of the average VWAP of the common stock during the five ( 5 ) trading days immediately prior to such Floor Price Reset Date. Notwithstanding the foregoing and subject to the rules and regulations of the Nasdaq Stock Market LLC, the Company may reduce the Floor Price then in effect to any amount set forth in a written notice to the Investor; provided that such reduction shall be irrevocable and shall not be subject to increase thereafter. The table below summarizes the outstanding notes payable as of December 31, 2025 and 2024, including the effects of discounts and debt issuance costs: December 31, 2025 December 31, 2024 Current Convertible note due 2026 - 7,000,000 Discounts, net (1) - ( 462,602 ) Debt issuance costs, net (2) - ( 4,303,686 ) Total, convertible note - 2,233,712 Airlife Note – principal - 2,000,000 Airlife Note – accrued interest - 217,823 Total, Airlife Note - 2,217,823 (1) Discounts as of December 31, 2025 and 2024 consisted of $ 0 and $ 490,000 , respectively, net of accumulated amortization of $ 0 and $ 27,398 , respectively. The remaining unamortized discount balance was fully amortized or written off during the year ended December 31, 2025 in connection with the partial conversion and subsequent repayment of the note. (2) Debt issuance costs as of December 31, 2025 and 2024 consisted of $ 0 and $ 4,558,574 , respectively, net of accumulated amortization of $ 0 and $ 254,888 , respectively. The remaining unamortized debt issuance costs were fully amortized or written off during the year ended December 31, 2025 upon the partial conversion and repayment of the related debt. The table below presents the disaggregation of interest expense for the year ended December 31, 2025: December 31, 2025 Contractual interest expense 1,315,624 Debt discount amortization 763,043 Debt issuance cost amortization 2,704,709 Total 4,783,376 F- 28 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements NOTE 8. LEASE LIABILITIES The Company currently occupies office space in Midland, Texas under a month-to-month arrangement. The Company is reviewing its options regarding continued use of this office space and will continue to expense the cost to use this office. The Company vacated its current office in Midland on February 28, 2026 and relocated to a short-term office space also in Midland while the Company explores other options for permanent office space in the Midland area. The Company previously occupied office space in Hermosa Beach, California, however, on July 31, 2025, the Company provided notice to vacate the Hermosa Beach office no later than August 29, 2025. The Company has vacated this office space. There are no future minimum rental payments required under operating leases as of December 31, 2025, and 2024. NOTE 9. RELATED PARTY TRANSACTIONS Balance outstanding of related parties: Name of Party Receivable/Payable December 31, 2025 December 31, 2024 SharonAI Receivable, net (reimbursement from joint venture partner) $ 2,551,932 $ - Total Receivable 2,551,932 - Mike Rugen Payable (reimbursable business expenses) - 1,354 Charles Nelson Payable (director related stock compensation) 140,000 - Ondrej Sestak Payable (consulting compensation) 25,000 - Total Payable $ 165,000 $ 1,354 During the year ended December 31, 2025, the Company paid $ 380,000 in cash compensation and $ 133,500 in stock compensation to Charles Nelson, a related party, for consulting services. No amounts related to these services were outstanding as of December 31, 2025. No consulting services were provided by related parties during the year ended December 31, 2024. The SharonAI receivable above is stated net of an allowance for credit losses of $ 185,808 . NOTE 10: OTHER CURRENT LIABILITIES The following table presents the components of other current liabilities as of the dates indicated: December 31, 2025 December 31, 2024 Royalty payable - ONRR 90,740 27,896 Installment agreement - ONRR - 19,681 Total other current liabilities 90,740 47,577 NOTE 11. ASSET RETIREMENT OBLIGATIONS The Company has a number of oil and gas wells in production and will have AROs that will be settled once the wells are permanently removed from service. The primary obligations involve the removal and disposal of surface equipment, plugging and abandoning the wells and site restoration. AROs associated with the retirement of tangible long-lived assets are recognized as liabilities with an increase to the carrying amounts of the related long-lived assets in the period incurred. The fair value of AROs is recognized at the date a new well is completed or the acquisition date of the working interest. The cost of the tangible asset, including the asset retirement cost, is depleted over the life of the asset. AROs are recorded at estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligations discounted at the Company’s credit-adjusted risk-free interest rate. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value. If estimated future costs of AROs change, an adjustment is recorded to both the ARO and the long-lived asset. Revisions to estimated AROs can result from changes in retirement cost estimates including revisions to estimated inflation rates, revisions to estimated discount rates and changes in the estimated timing of abandonment. The Company used the following inputs in its calculation of its asset retirement obligations. December 31, 2025 December 31, 2024 Inflation rate 3.686 3.042 Discount factor 10.0 10.0 Estimated asset life 4 - 50 years 9 - 49 years F- 29 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements The following table shows the change in the Company’s ARO liability for the years ended December 31, 2025 and 2024: Asset retirement obligations, December 31, 2023 1,654,968 Liabilities sold ( 26,780 ) Liabilities settled ( 28,087 ) Change in estimates 435,067 Accretion expense 162,896 Asset retirement obligations, December 31, 2024 2,198,064 Change in estimates 9,901,340 Accretion expense 219,728 Asset retirement obligations, December 31, 2025 12,319,132 The liabilities sold during the year ended December 31, 2024 represented the asset retirement obligations associated with certain properties located in Chaves County, New Mexico that were assigned to Earnest Producing Corporation by the Company. (See Note 9. Related Party Transactions). During 2025, the Company’s two helium contracts expired. With no supporting helium contracts, the Company was unable to justify carrying helium volumes in forecasted Proved Helium reserves. As a result, the estimated economic lives of many of our producing properties shortened considerably, therefore resulting in a large change in ARO estimates. NOTE 12. EQUITY Reorganization Agreement and Plan Share Exchange and Issuance of Shares Preferred stock - The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $ 0.0001 per share. As of December 31, 2025 and 2024, there were no shares of preferred stock issued and outstanding, respectively. Common stock - The Company is authorized to issue 245,000,000 shares of common stock with a par value of $ 0.0001 per share. As of December 31, 2025, there were 53,623,529 shares issued and 53,449,171 shares outstanding. As of December 31, 2024, there were 13,165,152 shares issued and 12,990,794 shares outstanding. Each share of Common Stock has one vote and has similar rights and obligations. Share Issuances The Company issued the following shares under the EPFA: ● 800,000 shares issued on January 22, 2025, at approximately $ 2.64 per share for an aggregate of $ 2,112,800 . ● 15,000 shares issued on January 31, 2025, at approximately $ 2.67 per share for an aggregate of $ 40,042 . ● 20,000 shares issued on February 25, 2025, at approximately $ 2.28 per share for an aggregate amount of $ 45,600 . ● 523,257 shares issued during April 2025, at a weighted average price of approximately $ 0.82 per share for an aggregate amount of $ 429,849 . ● 1,181,026 shares issued during May 2025, at a weighted average price of approximately $ 0.56 per share for an aggregate amount of $ $ 658,406 . ● 9,827,193 shares issued during June 2025, at a weighted average price of approximately $ 0.52 per share for an aggregate amount of $ 5,127,096 . ● 497,265 shares issued during July 2025, at a weighted average price of approximately $ 0.42 per share for an aggregate amount of $ 207,436 . ● 19,535,990 shares issued during September 2025, at a weighted average price of approximately $ 0.70 per share for an aggregate amount of $ 13,605,770 . ● 495,000 shares issued during October 2025, at a weighted average price of approximately $ 2.70 per share for an aggregate amount of $ 1,326,105 . F- 30 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements The Company issued 6,125,002 shares of common stock in connection with the convertible debt agreements discussed above. The Company also issued 125,000 shares on February 6, 2025, which were approved by the Board of Directors on January 14, 2025 in connection with services performed during 2024, and on July 2, 2025, the Board approved the issuance of 1,313,644 shares of common stock and options to purchase 665,000 shares of common stock. Amendment to Equity Purchase Facility Agreement On May 5, 2025, the Company and the Investor entered into the Second Amendment and Restated Equity Purchase Facility Agreement (this “Agreement”). This Agreement amends the Equity Purchase Facility Agreement dated December 6, 2024 (the “Original Agreement”), as amended and restated on February 21, 2025 (the “Existing Agreement”). The Second A&R EPFA, among other things, removes the prohibition in the Existing EPFA from the Company selling shares to the Investor pursuant to an Advance Notice at a sales price below the Floor Price then in effect; however, the Company is still required to obtain the Investor’s consent prior to issuing an Advance Notice where the sales price is lower than 120 % of the Floor Price then in effect. The Second A&R EPFA also removed the concept of the Minimum Acceptable Price (as defined in the Existing EPFA) and includes other conforming and administrative changes. On July 10, 2025, the Company and the Investor entered into a Third Amended and Restated Equity Purchase Facility Agreement (the “Third A&R EPFA”), which amends and restates the Existing EPFA in its entirety. On August 12, 2025, the Company and the Investor entered into a Fourth Amended and Restated Equity Purchase Facility Agreement (the “Fourth A&R EPFA”), which amends and restates the Third EPFA in its entirety. Pursuant to the Fourth A&R EPFA, we have the right, and not the obligation, to sell to the Investor up to $ 1.0 billion of Common Stock, which was increased from $ 75.0 million, at our request during the commitment period commencing on December 6, 2024 and terminating on the first day of the month following the36 month anniversary of December 6, 2024. On October 16, 2025, the Company provided the Investor with notice of termination of the EPFA, with such termination to be effective October 24, 2025, in accordance with the terms of the EPFA. The Company determined that it is sufficiently capitalized at present and does not expect to sell any additional shares to the Investor. The Company will not incur any termination penalties as a result of its termination of the EPFA. Warrants – As of December 31, 2025 and 2024, there are 5,750,000 Public Warrants and 230,750 Private Warrants outstanding. Each warrant allows the holder to purchase one share of the Company’s common stock at an exercise price of $ 11.50 per share. F- 31 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Pursuant to a securities purchase agreement, dated December 6, 2024, by and between us and ATW AI Infrastructure II LLC (the “Investor”) (together with the Form of First Tranche Warrant and Form of Second Tranche Warrant issued on December 6, 2024, the “Warrant Purchase Agreement”), we issued and sold to the Investor warrants to purchase shares of our Common Stock, comprised of two tranches (the “First Tranche Warrant” and “Second Tranche Warrant” and together, the “Investor Warrants”). The Warrant Purchase Agreement was amended by that certain Amended and Restated Consent and Waiver, dated January 16, 2026, by and between us and the Investor (the “Waiver”), pursuant to which, among other things, the Investor agreed to partially waive the anti-dilution provisions of the First Tranche Warrant and Second Tranche Warrant such that the exercise prices of the First Tranche Warrant and Second Tranche Warrant were each adjusted down solely to $ 2.00 . The Investor also waived certain provisions of the Warrant Purchase Agreement relating to restrictions on Variable Rate Transactions (as defined in the Warrant Purchase Agreement), additional issuances of equity securities, redemption or payment of cash dividends, and stock splits. The parties agreed to certain administrative updates to the Warrant Purchase Agreement including cashless exercise after 75 days from the effective date of the Waiver (solely to the extent a resale registration statement is not effective), registration rights obligations, the provision of a transfer agent instruction letter, and a forced exercise provision granting the Company the right to force exercise of the Investor Warrants assuming certain conditions are met. The Investor Warrants may be exercised on any day on or after December 6, 2024, in whole or in part at $ 2.00 per share, subject to certain adjustments as provided in the applicable Warrant. The number of shares of common stock issuable upon exercise of the First Tranche Warrant is equal to the quotient of (i) the product of (x) $ 10 million minus any amounts previously paid to exercise the Investor Warrants and (y) multiplied by 110 %, and (ii) divided by the exercise price then in effect. Currently, the number of shares of common stock issuable upon exercise of the First Tranche Warrant is equal to 5,500,000 , assuming an exercise price of $ 2.00 . The number of shares of common stock issuable upon exercise of the Second Tranche Warrant, assuming an exercise price of $ 2.00 , is equal to 10,700,000 . The Company has analyzed the Public Warrants, Private Warrants, and Investor Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480 or ASC 815. NOTE 13. INCOME TAXES The Company files a consolidated federal income tax return and various state income tax returns. The amount of income taxes the Company records requires the interpretation of complex rules and regulations of federal and state taxing jurisdictions. The components of the Company’s consolidated provision for income taxes from operations are as follows: December 31, 2025 December 31, 2024 Current provision for income taxes: Federal - - State - - Total current provision for income taxes - - Deferred income tax benefit: Federal - 515,428 State - 93,072 Total deferred income tax benefit - 608,500 Total provision for income taxes - 608,500 The Company and its subsidiaries are subject to income taxes on income arising in, or derived from, the tax jurisdictions in which they operate. The Company files federal and New Mexico income tax returns. The Company is current with all its federal and state tax filings. The 2024 through 2025 tax years generally remain subject to examination by the IRS and various state taxing authorities, although the Company is not currently under examination in any jurisdiction. F- 32 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements A reconciliation of the U.S. federal statutory rate to the Company’s effect income tax rate is as follows: December 31, 2025 Tax Rate December 31, 2024 Tax Rate Tax statutory rate 21 % - 21 % - Income tax benefit at the federal statutory rate ( 6,213,019 ) 21 % ( 2,766,516 ) 21 % Change in tax rates - - ( 21,329 ) 0.16 % Nondeductible expenses 62,209 ( 0.21 )% 1,232,605 ( 9.36 )% Return-to-provision adjustment - - 16,729 ( 0.13 )% State taxes, net of federal benefit ( 1,365,187 ) 4.61 % ( 340,455 ) 2.58 % Change in valuation allowance 7,515,997 ( 25.4 )% 2,487,466 ( 18.88 )% Other - - - - Income tax benefit - - 608,500 ( 4.62 )% Effective income tax rate 0.0 % ( 4.6 )% GAAP requires deferred income tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. Significant components of net deferred tax assets (liabilities) at December 31, 2025 and 2024 are as follows: December 31, 2025 December 31, 2024 Deferred tax assets: Depreciation and depletion on oil and gas assets 2,560,721 691,341 Impairment 1,445,828 - Stock based compensation 100,360 311,178 Bad debt 102,557 - Net operating loss carryforwards 5,831,512 1,494,132 Total deferred tax assets 10,040,978 2,496,651 Deferred tax liabilities: Prepaid expense ( 33,733 ) ( 4,564 ) Other PPE depreciation ( 3,782 ) ( 4,621 ) Total deferred tax assets (liabilities) ( 37,515 ) ( 9,185 ) Net deferred tax assets (liabilities) 10,003,463 2,487,466 Valuation allowance ( 10,003,463 ) ( 2,487,466 ) Net - - F- 33 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements A valuation allowance for deferred tax assets, including net operating losses, is recognized when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. To assess that likelihood, we use estimates and judgment regarding our future taxable income, and we consider the tax consequences in the jurisdiction where such taxable income is generated, to determine whether a valuation allowance is required. Such evidence can include our current financial position, our results of operations, both actual and forecasted, the reversal of deferred tax liabilities, and tax planning strategies as well as the current and forecasted business economics of our industry. As of December 31, 2025 and 2024, the Company has $ 22,725,194 and $ 5,822,578 federal net operating losses. The remaining net operating losses are subject to the 80 % taxable income limitation. As of December 31, 2025 and 2024, the Company has $ 22,725,194 and $ 5,822,578 state net operating losses. When more than a 50% change in ownership occurs, over a three-year period, as defined, the Tax Reform Act of 1986 limits the utilization of net operating loss carry forwards in the years following the change in ownership. In December 2024, the Company issued common stock to various parties in connection with the business combination. A Section 382 ownership study has not been completed yet. The management will continue to evaluate the occurrence of ownership change and the impact on utilization of prior year NOL. We have evaluated whether there were material uncertain tax positions requiring recognition in our financial statements. During the years ended December 31, 2025 and 2024, the Company recognized $ 0 uncertain tax liability. NOTE 14. LOSS PER SHARE The Company calculated net income/(loss) per share using the treasury stock method. The table below sets for the computation of basic and diluted net income/(loss) per share for the period presented below. December 31, 2025 December 31, 2024 Net loss ( 29,585,804 ) ( 13,782,384 ) Basic weighted average common shares outstanding 28,435,950 12,985,830 Diluted weighted average common shares outstanding - - Basic and diluted weighted average common shares outstanding 28,435,950 12,985,830 Basic and diluted net loss per share ( 1.04 ) ( 1.06 ) NOTE 15. COMMITMENTS AND CONTINGENCIES Environmental Matters The Company, as a lessee of oil and gas properties, is subject to various federal, provincial, state and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease for the cost of pollution clean-up resulting from operations and subject the lessee to liability for pollution damages. In some instances, the Company may be directed to suspend or cease operations in the affected area. There can be no assurance, however, that current regulatory requirements will not change, or past noncompliance with environmental laws will not be discovered on the Company’s properties. F- 34 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Irrevocable Standby Letter of Credit and Promissory Note On September 24, 2020, the Company entered into an irrevocable standby letter of credit (“LOC”) and a promissory note with West Texas National Bank in the amount of $ 25,000 with variable interest initially of 4.25 % per annum and maturing on December 24, 2021 . No amount was drawn down under this LOC up to the date it was amended on October 29, 2021. On October 29, 2021, the Company entered into an amendment of the LOC a new promissory note, increasing the amount to $ 425,000 with variable interest initially of 4.25 % per annum and maturing on September 29, 2026 . On January 1, 2022, and March 29, 2022, the LOC was amended, and new promissory notes were executed increasing the amount to $ 650,000 and $ 920,000 , respectively. As of December 31, 2025, and December 31, 2024, no amount was drawn down under the LOC. Limited Liability Company Agreement Texas Critical Data Centers (“TCDC”) Joint Venture On January 21, 2025, we entered into a Limited Liability Company Agreement (the “LLC Agreement”) with SharonAI for the creation of TCDC as a joint venture of the Company and SharonAI (the “Joint Venture”). Pursuant to the terms of the LLC Agreement, the purpose of the Joint Venture was to engage in (i) the purchase, building, and development of a site in Texas with an initial 250 MW gas-fired power plant and corresponding data center, (ii) the operation of this site, and (iii) any and all lawful activities necessary or incidental thereto. The Company reviewed the LLC Agreement under ASC 323 - Equity Method and Joint Ventures and determined that the LLC Agreement meets the definition of a joint venture. The Company further reviewed the LLC Agreement under ASC 810 –Consolidation and determined that the LLC Agreement does not meet the definition of a variable interest entity since the joint venture does not have sufficient equity at risk. The Company follows the equity method accounting for its investment in the joint venture. The Company made a $ 75,000 contribution to the Joint Venture on April 16, 2025. On July 16, 2025, the Company made an additional contribution of $ 750,000 . For the year ended December 31, 2025, the Company recognized an equity loss of $ 119,236 , representing its 50 % share of the joint venture’s net loss of $ 238,472 . The carrying amount of the investment as of December 31, 2025, was $ 3,631,005 . On January 16, 2026, we acquired SharonAI’s equity interests in TCDC pursuant to the Membership Interest Purchase Agreement, dated as of January 16, 2026, by and between the Company and SharonAI, for an aggregate purchase price of $ 70 million, of which (a) $ 10 million is payable in cash, (b) $ 10 million is payable in equity securities to be issued in connection with the Company’s next equity financing transaction, and (c) $ 50 million is payable in the form of a senior secured convertible promissory note. The entirety of the acquisition consideration is subject to a 19.99 % ownership cap. F- 35 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements The following tables set forth certain financial information of TCDC as of December 31, 2025 and for the year ended December 31, 2025: As of December 31, 2025 Assets Current assets Cash $ 30,615 Total current assets 30,615 Asset under development 445,070 Land 6,681,362 Total assets $ 7,157,047 Accounts Payable and accrued expenses $ 195,038 Total liabilities 195,038 Commitments and contingencies (see Note 15) Member’s equity 6,962,009 Total liabilities and equity $ 7,157,047 Year Ended December 31, 2025 Net loss $ ( 238,473 ) Contract for Sale and Purchase of Liquid Helium On August 25, 2023, (the “Effective Date”) the Company entered into an agreement (the “Purchase Agreement”) with AirLife Gases USA Inc., a Delaware corporation (the “Buyer”). Pursuant to the terms of the Purchase Agreement, the Company intends to transport a portion of its gaseous helium production to a helium liquefaction plant located in Keyes, Oklahoma (the “Tolling Facility”) and the Buyer desires to purchase a portion of the gaseous helium produced by the Company. The term of the Purchase Agreement commenced on the Effective Date and will expire on the tenth (10th anniversary) of the first day of the month in which the Company’s third-party tolling provider completes filling the first container with liquid helium for delivery to the Buyer at the Tolling Facility (the “Commencement Date”). If the Commencement Date has not occurred by November 30, 2025, for any reason, the Buyer has the right to terminate the Purchase Agreement (See Note, 18). On October 22, 2025, AirLife provided the Company with formal notice of termination of the Liquid Helium Agreement , with such termination to be effective November 30, 2025, provided that the Commencement Date (as defined in the agreement) has not occurred. In accordance with the termination provisions of the Promissory Note dated October 25, 2023, issued by the Company to AirLife, the Company became obligated to pay $ 2,382,256 , representing the Adjusted Advance Amount of $ 382,256 and reimbursement of a $ 2,000,000 advance, within five (5) days of the termination date. The Company made this payment to AirLife on December 5, 2025. Agreement with Arjae Design Solutions Ltd. On September 22, 2025, the Company entered into an agreement with Arjae Design Solutions Ltd (“Arjae”). In this agreement, the Company is required to make a $ 125,000 per month payment (the “Installation Payments”) starting in September 2025 and ending in May 2026 (the “Installment Period”). If the Company makes all of the Installation Payments, upon expiration of the installment period, the Company has the option to assign the Commercial & Technical Proposal dated July 10, 2023, a Purchase Order dated July 1, 2023 and Arjae’s Terms & Conditions – Equipment & Material Supply (the “Underlying Agreement”) with respect to the Pecos Slope Helium Recovery Facility. This assignment is subject to the consent of Arjae, such consent not to be unreasonably withheld. Should the Company elect not to assign the Underlying Agreement, the Company may terminate the Underlying Agreement by making a payment to Arjae in the amount of $ 933,200 (the “Termination Payment”). This payment would be considered the full and final payment relating to the termination of the Underlying Agreement. The Installation Payments will not be allocation towards the Termination Payment. Financing Agreement for Director and Officer Insurance On December 6, 2025, the Company entered into a financing agreement with First Insurance Funding (“the Finance Agreement”) to finance a portion of the Company’s directors’ and officers’ insurance policy. The agreement required a downpayment of $ 43,500 with the unpaid balance of $ 391,500 to be financed at an annual percentage rate of 7.25 % over a 10-month period commencing in January 2026 and ending in October 2026 (the “Financing Period”). The total amount to be paid during the Financing Period will be $ 404,627 , which includes $ 13,127 in interest. F- 36 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements NOTE 16: REVENUES The following table presents the revenue by type as of the dates indicated: December 31, 2025 December 31, 2024 Natural gas 2,516,970 1,336,137 Less gathering and processing ( 1,871,492 ) ( 1,084,325 ) Natural gas, net 645,478 251,812 NGL 239,922 254,172 Oil - 26,796 Total revenue, net 885,400 532,780 NOTE 17. FAIR VALUE MEASUREMENTS The Company accounts for certain liabilities at fair value and classifies these liabilities with the fair value hierarchy. Our asset retirement obligation liabilities are measured at fair value on a non-recurring basis. Assets and liabilities subject to fair value measurements are as follows: December 31, 2025 Level 1 Level 2 Level 3 Total Liability: ARO liabilities - - 12,319,132 12,319,132 December 31, 2024 Level 1 Level 2 Level 3 Total Asset: Equity facility derivative asset - - 16,999 16,999 Liability: ARO liabilities - - 2,198,064 2,198,064 Assignment of interest in certain properties - - 166,449 166,449 Embedded derivative liability - - 309,181 309,181 The carrying value of cash and cash equivalents, accounts receivable, prepaid and other current assets, related party receivable, accounts payable, accrued liabilities, due to related party, and other current liabilities, as reflected in the consolidated balance sheets, approximate fair value, due to the short-term maturity of these instruments. The carrying value of notes payable approximates their fair value due to immaterial changes in market interest rates. The equity facility derivative asset and the embedded derivative liability were valued using a Monte Carlo model. F- 37 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements The following table presents quantitative information regarding the Level 3 fair value measurements of the embedded derivative as of December 6, 2024 and January 15, 2025. Embedded Derivative Liability January 15, 2025 (Initial Measurement) Equity Facility Derivative Asset December 6, 2024 (Initial Measurement) Embedded Derivative Liability December 6, 2024 (Initial Measurement) Conversion price 10.00 - 10.00 Share price 3.00 9.88 9.88 Volatility 32.0 29.0 28.0 Probability of default 41.0 0.0 41.0 Risk-free rate 4.1 4.2 4.1 Dividend yield - - - Embedded Derivative Liabilities Equity Facility Derivative Asset Fair value as of January 1, 2025 309,181 16,999 Initial fair value as of January 15, 2025 263,012 - Change in valuation inputs or other assumptions ( 572,193 ) ( 16,999 ) Fair value as of December 31, 2025 - - NOTE 18. SEGMENTATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer who reviews total assets and income (loss) from operation of the single reportable segment of the Company as a whole to make decisions about allocating resources and assessing financial performance. make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company has one reportable segment, as the Chief Operating Decision Maker reviews operating income (loss) on a consolidated basis in evaluating performance and allocating resources. F- 38 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the consolidated statement of operations as net income or loss. The measure of segment assets and liabilities is reported on the consolidated balance sheet as total assets and total liabilities. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss, total assets and total liabilities, which include the following: December 31, 2025 December 31, 2024 Cash and cash equivalents 1,202,728 1,053,744 Property and equipment, net 116,774 3,809,742 Oil and natural gas properties, net 3,296,958 790,093 December 31, 2025 December 31, 2024 Revenue, net 885,400 532,780 Lease operating expenses 1,228,583 1,179,729 General and administrative expenses 11,186,863 11,195,409 NOTE 19. STOCK-BASED COMPENSATION On July 2, 2025, the Company issued 1,313,644 fully vested shares of common stock under the Plan to officers and directors as part of its long-term incentive compensation program. The shares were issued without restriction as to transferability and are not subject to forfeiture or future service conditions. The fair value of the unrestricted stock awards was based on the closing price of the Company’s common stock on the grant date, $ 0.44 per share, resulting in total expense of approximately $ 580 thousand. In addition, on July 2, 2025, the Company granted 665,000 fully vested, non-qualified stock options under its 2024 Equity Incentive Plan (the “Plan”) to certain executive officers and employees. Each option has an exercise price of $ 0.5349 per share and a contractual term of ten years . The options were fully vested on the grant date. Because both the stock-option and stock-grant awards were fully vested upon issuance, the Company recognized the entire grant-date fair value as stock-based compensation expense in accordance with ASC 718 during the year ended December 31, 2025. All stock-based compensation is recorded within general and administrative expenses in the consolidated statements of operations. Stock options granted are valued using a Black-Scholes option-pricing model. The weighted-average assumptions used in the calculation were as follows: Exercise price 0.53 Term (years) 10.00 Expected stock price volatility 72.82 % Risk-free rate of interest 3.87 % Based on these assumptions, the weighted-average grant-date fair value of the stock options was approximately $ 0.34 per option, resulting in total option-related expense of approximately $ 225 thousand. For the year ended December 31, 2025, the Company recognized total stock-based compensation expense of approximately $ 976 thousand, which includes approximately $ 170 thousand of accrued stock-based compensation. For the year ended December 31, 2024, the Company recognized approximately $ 6.9 million of total stock-based compensation expense. No additional stock-based awards were granted, forfeited, or canceled during the period. As of December 31, 2025, there was no unrecognized compensation expense related to outstanding stock-based compensation awards. F- 39 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements A summary of stock option activity under the Plan for the year ended December 31, 2025, is presented below Number of Options Weighted- Average Exercise Price ($) Outstanding at January 1, 2025 - - Granted 665,000 $ 0.53 Exercised - - Forfeited - - Expired - - Outstanding at December 31, 2025 665,000 $ 0.53 Exercisable at December 31, 2025 665,000 $ 0.53 At December 31, 2025, the aggregate intrinsic value of outstanding stock options was approximately $ 1.6 million and the weighted-average remaining contractual term was approximately 9.5 years. NOTE 20. SUBSEQUENT EVENTS SharonAI Purchase Agreement On January 16, 2026, the Company completed its previously announced acquisition of SharonAI’s equity interests in TCDC pursuant to the Membership Interest Purchase Agreement, dated as of January 16, 2026, by and between the Company and SharonAI (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company acquired SharonAI’s equity interests in TCDC for an aggregate purchase price of $ 70 million, of which (a) $ 10 million is payable in cash, (b) $ 10 million is payable in equity securities to be issued in connection with the Company’s next equity financing transaction, and (c) $ 50 million is payable in the form of a senior secured convertible promissory note (the “Convertible Note”). The entirety of the acquisition consideration is subject to a 19.99 % ownership cap. The Purchase Agreement contains customary representations, warranties and covenants of the parties. Equity Awards On January 28, 2026, the Company granted restricted stock units (“RSUs”) and performance stock units (“PSUs”) to E. Will Gray II, the Company’s Chief Executive Officer, and Charles Nelson, the Company’s President and Chief Operating Officer. Each executive was granted PSUs covering 3,664,036 shares of common stock and RSUs covering 1,221,345 shares of common stock. The awards vest subject to specified service and performance conditions and were granted pursuant to the Company’s equity incentive plan. Convertible Note The Convertible Note matures on June 30, 2026 and has an interest rate of 10 % per annum payable on the maturity date in cash. The Convertible Note is secured by the Company’s ownership in TCDC and the assets of TCDC. SharonAI may convert 20 % of the Convertible Note into shares of the Company’s Common Stock at a conversion price equal to the 30 -day volume-weighted average price of the Common Stock prior to the conversion date. The conversion price for the Convertible Note has a floor of 20 % of the market price on the closing date of the Purchase Agreement. Based on the closing share price of $ 4.33 on January 16, 2026, the maximum number of shares of Common Stock issuable pursuant to the Convertible Note, assuming a floor price of $ 0.87 , is approximately 11.5 million shares. The Convertible Note contains customary affirmative and negative covenants of the Company. F- 40 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Waiver On February 1, 2026, the Company entered into an Amended and Restated Consent and Waiver (the “Amended Waiver”) with the Investor pursuant to which the Investor agreed to partially waive the anti-dilution provisions of the First Tranche Warrant and Second Tranche Warrant such that the exercise prices of the First Tranche Warrant and Second Tranche Warrant were each adjusted down solely to $ 2.00 . As a result of the anti-dilution adjustments in the Investor Warrants, as modified by the Amended Waiver, the number of shares of Common Stock of the Company issuable pursuant to the First Tranche Warrant total 5.5 million shares and the number of shares of Common Stock issuable pursuant to the Second Tranche Warrant total 10.7 million shares. The Investor also waived certain provisions of the Securities Purchase Agreement relating to restrictions on Variable Rate Transactions (as defined in the Securities Purchase Agreement), additional issuances of equity securities, redemption or payment of cash dividends, and stock splits. The parties agreed to certain administrative updates to the Securities Purchase Agreement including cashless exercise after 75 days from the effective date of the Amended Waiver (solely to the extent a resale registration statement is not effective), registration rights obligations, the provision of a transfer agent instruction letter, and a forced exercise provision granting the Company the right to force exercise of the Investor Warrants assuming certain conditions are met. NOTE 21. SUPPLEMENTAL OIL AND NATURAL GAS DISCLOSURES (UNAUDITED) The Company only has one reportable operating segment, which is oil and natural gas development, exploration and production in the United States. See the Company’s accompanying consolidated statements of operations for information about results of operations for oil and natural gas producing activities. F- 41 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Net Capitalized Costs The table below reflects the capitalized costs of the Company’s oil and natural gas properties and the related accumulated depletion: Year Ended Year Ended December 31, 2025 December 31, 2024 Proved Oil and natural gas properties 16,834,411 6,933,071 Unproved oil and natural gas properties - - Total proved and unproved oil and natural gas properties 16,834,411 6,933,071 Less accumulated depletion and impairment ( 13,537,453 ) ( 6,142,978 ) Net capitalized cost 3,296,958 790,093 Cost Incurred in Oil and Natural Gas Property Acquisition, Exploration and Development The following table reflects costs incurred in oil and natural gas property acquisition, development, and exploratory activities: Year Ended Year Ended December 31, 2025 December 31, 2024 Acquisition costs: Property acquisitions – proved - 2,526 Property acquisitions – unproved - - Exploration costs - - Development costs - 171,615 ARO liabilities incurred and change in estimates, net 9,901,340 583,981 Total 9,901,340 758,122 Results of Operations From Oil and Natural Gas Producing Activities The follow table reflects the Company’s results of operations for oil and natural gas producing activities: Year Ended Year Ended December 31, 2025 December 31, 2024 Revenues, net 885,400 532,780 Less: Lease operating expense 1,228,583 1,179,728 Depletion 662,071 716,491 Accretion of discount on asset retirement obligations 219,728 162,896 Impairment 6,732,048 - Results of operation from oil and natural gas producing activities ( 7,957,030 ) ( 1,526,335 ) The depletion rate used for the years ended December 31, 2025 and 2024 were $ 0.68 per Mcfe and $ 0.77 per Mcfe, respectively. F- 42 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements Oil and Natural Gas Reserves Proved reserves were estimated in accordance with guidelines established by the SEC, which require that reserve estimates be prepared under existing economic and operating conditions based upon the 12- month average price calculated as the unweighted arithmetic average of the first-day-of-the-month price for each of the twelve months prior to the end of the reporting period. These prices as of December 31, 2025, 2024, and 2023 were $ 65.34 , $ 75.48 , and $ 78.22 per barrel for oil and $ 3.39 , $ 2.13 , and $ 2.64 per MMBtu for natural gas, respectively. The estimated realized prices used in computing the Company’s reserves as of December 31, 2025, were as follows: (i) $ 0.00 per barrel of oil as there were no oil reserve volumes, (ii) $ 0.00 per barrel of NGL, as there were no NGL reserve volumes, (iii) $ 2.36 per Mcf of natural gas. The estimated realized prices used in computing the Company’s reserves as of December 31, 2024, were as follows: (i) $ 48.73 per barrel of oil, (ii) $ 30.19 per barrel of NGL, (iii) $ 1.32 per Mcf of natural gas. The estimated realized prices used in computing the Company’s reserves as of December 31, 2023, were as follows: (i) $ 37.40 per barrel of oil, (ii) $ 31.29 per barrel of NGL, (iii) $ 1.97 per Mcf of natural gas. The prices were held constant and adjusted for gravity, heating value, quality, transportation, and marketing. The proved reserve estimates as of December 31, 2025, 2024, and 2023 were prepared by MKM Engineering, independent reservoir engineers, and reflect the Company’s current development plans. All estimates of proved reserves are determined according to the rules prescribed by the SEC in existence at the time the estimates were made. These rules require that the standard of “reasonable certainty” be applied to proved reserve estimates, which is defined as having a high degree of confidence that the quantities will be recovered. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as more technical and economic data becomes available, a positive or upward revision or no revision is much more likely than a negative or downward revision. Estimates are subject to revision based upon a number of factors, including many factors beyond the Company’s control, such as reservoir performance, prices, economic conditions, and government restrictions. In addition, results of drilling, testing, and production subsequent to the date of an estimate may justify revision of that estimate. Reserve estimates are often different from the quantities of oil and gas that are ultimately recovered. Estimating quantities of proved oil and gas reserves is a complex process that involves significant interpretations and assumptions and cannot be measured in an exact manner. It requires interpretations and judgment of available technical data, including the evaluation of available geological, geophysical, and engineering data. The accuracy of any reserve estimate is highly dependent on the quality of available data, the accuracy of the assumptions on which they are based upon, economic factors, such as oil and gas prices, production costs, severance and excise taxes, capital expenditures, workover and remedial costs, and the assumed effects of governmental regulation. The meaningfulness of reserve estimates is highly dependent on the accuracy of the assumptions on which they were based. In general, the volume of production from oil and gas properties the Company owns declines as reserves are depleted. Except to the extent the Company conducts successful exploration and development activities or acquires additional properties containing proved reserves, or both, the Company’s proved reserves will decline as reserves are produced. As the Company’s reserve profile is predominantly natural gas, an equivalent mcf is used in the table below. The conversion is calculated by multiplying the oil and NGL barrels by six to arrive at an equivalent mcf. This calculation is based on one barrel of crude oil having approximately the same energy content as six mcf of gas. F- 43 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements The following table reflects changes in proved reserves during the periods indicated: Oil NGL Gas (Bbl) (Bbl) (Mcf) (Mcfe) Proved reserves on December 31, 2022 94,390 4,232,200 63,496,220 89,455,760 Discoveries and extensions 10,590 232,500 3,345,420 4,803,960 Purchase of reserves in place 21,230 11,340 638,590 834,010 Sale of reserves in place ( 12,840 ) - ( 4,047,390 ) ( 4,124,430 ) Revisions of previous estimates 51,716 ( 601,905 ) ( 4,520,875 ) ( 7,822,014 ) Production ( 2,076 ) ( 2,285 ) ( 830,145 ) ( 856,306 ) Proved reserves on December 31, 2023 163,010 3,871,850 58,081,820 82,290,980 Discoveries and extensions - - - - Purchase of reserves in place - - - - Sale of reserves in place ( 49,000 ) - ( 5,000 ) ( 302,000 ) Revisions of previous estimates ( 72,505 ) 279,439 3,196,695 4,441,299 Production ( 325 ) ( 4,379 ) ( 903,985 ) ( 932,209 ) Proved reserves on December 31, 2024 41,180 4,146,910 60,369,530 85,498,070 Discoveries and extensions - - - - Purchase of reserves in place - - - - Sale of reserves in place - - - - Revisions of previous estimates ( 41,180 ) ( 4,142,188 ) ( 44,332,351 ) ( 69,432,560 ) Production - ( 4,722 ) ( 939,949 ) ( 968,280 ) Proved reserves on December 31, 2025 - - 15,097,230 15,097,230 Proved developed reserves at: December 31, 2022 94,390 - 29,711,410 30,277,750 December 31, 2023 163,010 - 28,527,300 29,505,360 December 31, 2024 41,180 - 29,628,600 29,875,650 December 31, 2025 - - 15,097,230 15,097,230 Proved undeveloped reserves at: December 31, 2022 - 4,232,200 33,784,810 59,178,010 December 31, 2023 - 3,871,850 29,554,520 52,785,620 December 31, 2024 - 4,146,910 30,740,930 55,622,420 December 31, 2025 - - - - The Company had no Proved Undeveloped Reserves at December 31, 2025. The Company’s Proved Undeveloped Reserves at December 31, 2024 and 2023 were 80 drilling locations. The reduction in drilling locations at December 31, 2025 were a result of a change in Company strategy. The reduction in drilling locations at December 31, 2023 were a result of delays in the Company’s drilling program. None of these locations are added or removed as a result of changes in prices or costs. F- 44 NEW ERA ENERGY & DIGITAL, INC. Notes to Audited Consolidated Financial Statements The amounts included in Discoveries and Extensions during 2022 were primarily related to inclusion of the proved undeveloped locations described in the above paragraph. The amounts included in Discoveries and extensions in 2023 were primarily related to behind pipe opportunities as a result of further property evaluations conducted during 2023. Positive revisions of previous estimates of 9,539,800 Mcfe during 2022 related to a $ 3.39 per Mcf increase in natural gas prices and positive revision of 579,444 Mcfe related to well performance. Positive revisions of previous estimates of 9,539,800 Mcfe during 2022 were related to a $ 3.39 per Mcf increase in natural gas prices well performance, and positive revisions of 319,893 Mcfe related to well performance. Negative revisions of previous estimates of 7,787,700 Mcfe during 2023 resulted from removal of proved undeveloped locations due to a delay in the start of operations of the Pecos Slope Gas Plant, negative revisions of 163,100 Mcfe related to pricing, partially offset by positive revisions of 128,786 Mcfe related to well performance. Positive revisions of previous estimates of 4,441,309 Mcfe during 2024 related to a 3,134,000 positive revision primarily related to reduced operating related costs partially offset by $ 0.64 per Mcf decrease in natural gas prices and 1,307,309 Mcfe positive revision related to well performance. Negative revisions of previous estimates of 69,432,560 Mcfe during 2025 related to a change in Company strategy. Standardized Measure of discounted Future Net Cash Flows The following table reflects the Company’s standardized measure of discounted future net cash flows relating from its proved oil and natural gas reserves: December 31, 2025 December 31, 2024 December 31, 2023 Future cash inflows 35,635,790 207,127,260 241,246,940 Future production costs ( 27,602,300 ) ( 95,300,230 ) ( 110,389,040 ) Future development costs* ( 23,965,550 ) ( 90,159,460 ) ( 81,950,970 ) Future income tax expense - ( 12,600,170 ) ( 17,221,680 ) Future net cash flows ( 15,932,060 ) 9,067,400 31,685,250 Discount to present value at 10 -% annual rate 9,660,740 ( 19,263,060 ) ( 30,927,340 ) Standardized measure of discounted future net cash flows ( 6,271,320 ) ( 10,195,660 ) 757,910 * Includes all estimated future costs that will be incurred to settle our asset retirement obligations The following table reflects the principal changes in the standardized measure of discounted future net cash flows attributable to the Company’s proved reserves: December 31, 2025 December 31, 2024 December 31, 2023 Standardized measure of discounted future net cash flows, beginning of year ( 10,195,660 ) 757,910 47,847,850 Sales of oil and gas, net of production costs and taxes 108,930 536,360 720,356 Net changes in prices and production costs ( 7,842,390 ) ( 17,169,560 ) ( 73,270,210 ) Changes in further development costs 54,805,380 ( 13,980,180 ) 10,118,660 Discoveries and extensions - - 1,788,800 Revision in previous quantity estimates ( 55,507,810 ) 3,616,860 ( 9,848,690 ) Previously estimated development costs incurred - - - Purchase of minerals in place - - 491,310 Sale of minerals in place - ( 265,930 ) ( 3,463,350 ) Net change in income taxes 7,612,400 1,724,880 18,397,390 Accretion of discount 456,920 1,095,900 6,990,340 Changes in timing and other 4,290,910 13,488,100 985,454 Standardized measure of discounted future net cash flows, end of year ( 6,271,320 ) ( 10,195,660 ) 757,910 The amounts included in Discoveries and Extensions during 2023 were related to behind pipe opportunities as a result of further property evaluations conducted during 2023. 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