Q1 2026 New Era Energy & Digital Inc Earnings Call

May 18, 2026

Operator: Thank you for standing by, and welcome to New Era's Q1 2026 Earnings Conference Call. Currently, all participants are in a listen only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star one one on your telephone. To remove yourself from the queue, you may press star one one again. I would now like to hand the call over to Lincoln Tan, Investor Relations. Please go ahead.

Speaker #1: After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press *11 on your telephone.

Speaker #1: To remove yourself from the queue, you may press *11 again. I would now like to hand the call over to Lincoln Tan, Investor Relations.

Speaker #1: Please go ahead.

Speaker #2: Thank you, operator, and good afternoon. My name is Lincoln Tan, Investor Relations for New Era. Thank you for joining New Era's first quarter fiscal 2026 business update call.

Lincoln Tan: Thank you, operator, and good afternoon. My name is Lincoln Tan, Investor Relations for New Era. Thank you for joining New Era's Q1 fiscal 2026 Business Update Call. Joining me today are Will Gray, Chairman and CEO, Charlie Nelson, President and COO, and Ted Warner, Chief Financial Officer. Before we begin, I'd like to remind everyone that today's call is being recorded and will be available on the investor relations section of our website. For those dialed in by phone, you can elect to ask a question through the moderator after our prepared remarks. Please note that during the course of this call, we may make forward-looking statements. These statements reflect our current views and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.

Speaker #2: Joining me today are Will Gray, Chairman and CEO; Charlie Nelson, President and COO; and Ted Warner, Chief Financial Officer. Before we begin, I'd like to remind everyone that today's call is being recorded and will be available on the Investor Relations section of our website.

Speaker #2: For those dialed in by phone, you can elect to ask a question through the moderator after our prepared remarks. Please note that, during the course of this call, we may make forward-looking statements.

Speaker #2: These statements reflect our current views and expectations, and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.

Speaker #2: Please refer to slide 2 of the accompanying presentation and our SEC filings for more information. So, with that, I'll now turn the call over to Will Gray.

Lincoln Tan: Please refer to slide 2 of the accompanying presentation and our SEC filings for more information. With that, I'll now turn the call over to Will Gray.

E. Will Gray II: Lincoln, thank you very much and appreciate the introduction. Good morning, everyone, and welcome. You know, first we wanna thank everyone for participating in New Era's Q1 earnings call. Because the numbers in the 10-Q still largely reflect the legacy natural gas and helium business, we see our current valuation as being, you know, tied directly to our data center project. Management will use today's call to provide a business update on TCDC, Texas Critical Data Centers, including what we've accomplished since our last update in March, and what we're working on now, and what milestones we expect in the coming months. It is our view that the company has moved essentially from platform formation into a much more execution-focused phase.

Will Gray: Lincoln, thank you very much and appreciate the introduction. Good morning, everyone, and welcome. You know, first we wanna thank everyone for participating in New Era's Q1 earnings call. Because the numbers in the 10-Q still largely reflect the legacy natural gas and helium business, we see our current valuation as being, you know, tied directly to our data center project. Management will use today's call to provide a business update on TCDC, Texas Critical Data Centers, including what we've accomplished since our last update in March, and what we're working on now, and what milestones we expect in the coming months. It is our view that the company has moved essentially from platform formation into a much more execution-focused phase.

Speaker #3: Lincoln, thank you very much, and I appreciate the introduction. Good morning, everyone, and welcome. First, I want to thank everyone for participating in the New Era's Q1 Earnings Call.

Speaker #3: Because the numbers and the 10-Q still largely reflect the legacy natural gas and helium business, we see our current valuation as being tied directly to our data center project.

Speaker #3: So, management will use today's call to provide a business update on TCDC, Texas Critical Data Centers, including what we've accomplished since our last update in March, what we're working on now, and what milestones we expect in the coming months.

Speaker #3: It is our view that the company has moved essentially from platform formation into a much more execution-focused phase. We've simplified the structure around TCDC, raised a significant amount of capital, signed an LOI with a new development partner, strengthened the team, and made progress across several workstreams that we think are extremely important to getting the project ready for the next stage.

E. Will Gray II: You know, we've simplified the structure around TCDC, raised a significant amount of capital, signed an LOI with a new development partner, strengthened the team, and made progress across several work streams that we think are extremely important to getting the project ready for the next stage.

Will Gray: You know, we've simplified the structure around TCDC, raised a significant amount of capital, signed an LOI with a new development partner, strengthened the team, and made progress across several work streams that we think are extremely important to getting the project ready for the next stage.

Speaker #4: So, the goal for today is to walk you through that progress in a practical way. I'll start with a high-level picture of exactly what has changed since our last update.

Charles Nelson: The goal for today is to walk you through that progress in a practical way. I'll start with a high-level picture of exactly what has changed since our last update. We will walk through the site, the power plan, and what we mean to talk about when we say phase one readiness. We'll cover capital structure, liquidity, and how we're thinking about funding our phase one, and then we'll open it up to questions. Let's get started. Before that, Will?

Charlie Nelson: The goal for today is to walk you through that progress in a practical way. I'll start with a high-level picture of exactly what has changed since our last update. We will walk through the site, the power plan, and what we mean to talk about when we say phase one readiness. We'll cover capital structure, liquidity, and how we're thinking about funding our phase one, and then we'll open it up to questions. Let's get started. Before that, Will?

Speaker #4: We will then walk through the site, the power plan, and what we mean when we say phase one readiness. Ted will cover capital structure, liquidity, and how we're thinking about funding our phase one.

Speaker #4: Then we'll open it up to questions. Get started. And before that, Will?

Speaker #3: Yeah, but again, hey, I appreciate it, Charlie. And again, just like Lincoln had mentioned previously, before we begin, I'd ask everyone to review the forward-looking statements and disclaimer language in the presentation.

E. Will Gray II: Yep. Again, hey, appreciate it, Charlie. Again, just like we'd Lincoln mentioned previously, before we begin, I'd ask everyone to review the forward-looking statements and disclaimer language in the presentation. Let's go to slide 3, Charlie.

Will Gray: Yep. Again, hey, appreciate it, Charlie. Again, just like we'd Lincoln mentioned previously, before we begin, I'd ask everyone to review the forward-looking statements and disclaimer language in the presentation. Let's go to slide 3, Charlie.

Speaker #3: And let's go to Slide 3, Charlie.

Charles Nelson: This is where we really get to the core of what we're trying to show today. If you compare where we're at now versus our last update, the picture looks materially different. Just a few months ago, the market was looking at shared ownership, the Sharon AI note overhang, lean complexity, and uncertainty around near-term funding. That's not the same picture that we have today. First off, TCDC is now free of the overhang related to the Sharon AI transaction. We've cleaned up that large short-term liability, removing what we believe to be the largest overhang on the stock. Second, we've brought in stronger institutional counterparties, both on the capital side and on the development and execution side.

Speaker #4: This is where we really get to the core of what we're trying to show today. If you compare where we're at now versus our last update, the picture looks materially different.

Charlie Nelson: This is where we really get to the core of what we're trying to show today. If you compare where we're at now versus our last update, the picture looks materially different. Just a few months ago, the market was looking at shared ownership, the Sharon AI note overhang, lean complexity, and uncertainty around near-term funding. That's not the same picture that we have today. First off, TCDC is now free of the overhang related to the Sharon AI transaction. We've cleaned up that large short-term liability, removing what we believe to be the largest overhang on the stock. Second, we've brought in stronger institutional counterparties, both on the capital side and on the development and execution side.

Speaker #4: So, just a few months ago, the market was looking at shared ownership, the shared AI note overhang, lean complexity, and uncertainty around near-term funding.

Speaker #4: And that's not the same picture that we have today. First off, TCDC is now free of the overhang related to the shared AI transaction.

Speaker #4: We've cleaned up that large short-term liability, removing what we believe to be the largest overhang on the stock. Second, we've brought in stronger institutional counterparties, both on the capital side and on the development and execution side.

Charles Nelson: Third, we have a much cleaner, accessible, and less dilutive funding path ahead of us after raising 120 million in equity and closing on a $290 million credit facility with Macquarie. We ended April with more than $80 million in cash on hand, which combined with the funding flexibility from the Macquarie facility, provided sufficient liquidity to support New Era's equity contribution for TCDC phase I and beyond. Fourth, while the priority itself hasn't changed, we've wanted to get the lease done for some time. The path to getting there is now far more defined as we have begun working closely with our new development partner on power, permitting, and leasing. Finally, I'd like to point out that the 54 acre corridor acquisition is another good example of that.

Charlie Nelson: Third, we have a much cleaner, accessible, and less dilutive funding path ahead of us after raising 120 million in equity and closing on a $290 million credit facility with Macquarie. We ended April with more than $80 million in cash on hand, which combined with the funding flexibility from the Macquarie facility, provided sufficient liquidity to support New Era's equity contribution for TCDC phase I and beyond. Fourth, while the priority itself hasn't changed, we've wanted to get the lease done for some time. The path to getting there is now far more defined as we have begun working closely with our new development partner on power, permitting, and leasing. Finally, I'd like to point out that the 54 acre corridor acquisition is another good example of that.

Speaker #4: Third, we have a much cleaner, accessible, and less diluted funding path ahead of us after raising $120 million in equity and closing on a $290 million credit facility with Macquarie.

Speaker #4: We ended April with more than $80 million in cash on hand, which, combined with the funding flexibility from the Macquarie facility, provides sufficient liquidity to support New Era's equity contribution for TCDC phase one and beyond.

Speaker #4: Fourth, while the priority itself hasn't changed, we've wanted to get the lease done for some time. The path to getting there is now far more defined, as we have begun working closely with our new development partner on power, permitting, and leasing.

Speaker #4: And finally, I'd like to point out that the 54-acre corridor acquisition is another good example of that. And we don't look at that as just adding a little bit more land.

Charles Nelson: We don't look at that as just adding a little bit more land. It gives us the flexibility around direct power solutions. It helps with interconnection and overall infrastructure design, and it gives us more control over how the site is laid out as we look towards phase one readiness. For us, that's a practical step forward, and it's not just an acreage headline. It's a very meaningful thing. Summary, these core changes have put us in a stronger position to obtain full suite of permits that we need, move our Stream JV to close, advance power-related work streams, and ultimately sign the hyperscaler lease that we're after. Additionally, our financial health, coupled with the current helium and hydrocarbon markets, leave us in a better position to evaluate strategic alternatives for our legacy business assets. With that, let me turn it over to Will.

Charlie Nelson: We don't look at that as just adding a little bit more land. It gives us the flexibility around direct power solutions. It helps with interconnection and overall infrastructure design, and it gives us more control over how the site is laid out as we look towards phase one readiness. For us, that's a practical step forward, and it's not just an acreage headline. It's a very meaningful thing. Summary, these core changes have put us in a stronger position to obtain full suite of permits that we need, move our Stream JV to close, advance power-related work streams, and ultimately sign the hyperscaler lease that we're after. Additionally, our financial health, coupled with the current helium and hydrocarbon markets, leave us in a better position to evaluate strategic alternatives for our legacy business assets. With that, let me turn it over to Will.

Speaker #4: It gives us the flexibility around direct power solutions. It helps with interconnection and overall infrastructure design, and it gives us more control over how the site is laid out as we look towards Phase One readiness.

Speaker #4: So, for us, that's a practical step forward. And it's not just an acreage headline—it's a very meaningful thing. In summary, these core changes have put us in a stronger position to obtain the full suite of permits that we need, move our stream JV to close, advance power-related workstreams, and ultimately sign the hyperscaler lease that we're after.

Speaker #4: Additionally, our financial health, coupled with the current helium and hydrocarbon markets, leaves us in a better position to evaluate strategic alternatives for our legacy business assets.

Speaker #4: And with that, let me turn it over to Will.

Speaker #3: Hey, thanks, Charlie. And that was a great update there. So, again, let's look at the leadership team that's built to match the execution needs.

E. Will Gray II: Hey, thanks, Charlie. That was a great update there. Again, you know, let's look at the leadership team that, you know, built to match the execution needs. Again, this slide's really about reinforcing, you know, what the team's about, who we have in place today, and how does that match the phase of the business' power entering. You know, I've talked before about Charlie and Ted, but I think it's worth revisiting briefly how the leadership structure fits our story today, especially because this is still a relatively new story for many investors. For those investors, we very much welcome you and look forward to providing more information.

Will Gray: Hey, thanks, Charlie. That was a great update there. Again, you know, let's look at the leadership team that, you know, built to match the execution needs. Again, this slide's really about reinforcing, you know, what the team's about, who we have in place today, and how does that match the phase of the business' power entering. You know, I've talked before about Charlie and Ted, but I think it's worth revisiting briefly how the leadership structure fits our story today, especially because this is still a relatively new story for many investors. For those investors, we very much welcome you and look forward to providing more information.

Speaker #3: And again, this slide's really about reinforcing what the team's about, who we have in place today, and how that matches the phase of the business's power entering.

Speaker #3: I've talked before about Charlie and Ted, but I think it's worth revisiting briefly how the leadership structure fits our story today, especially because this is still a relatively new story for many investors.

Speaker #3: And for those investors, we very much welcome you and look forward to providing more information. So, my role continues to be centered around sponsorship of the platform, management of local relationships in Ector County—obviously, which is the Permian Basin here in West Texas, where I'm born and raised—energy relationships, and helping drive the broader direction of New Era.

E. Will Gray II: You know, my role continues to be centered around sponsorship of the platform, management of local relationships in Ector County, obviously, which is the Permian Basin here in West Texas, where I am born and raised, energy relationships, and helping drive the broader direction of New Era. Wouldn't be here without Charlie. You know, Charlie has been here since day one when he joined us as a independent board member, then essentially moved over in the executive capacity in February this past year, you know, leading operations and execution. That includes the practical work required to move TCDC from concept towards development readiness and ultimately construction. We believe his midstream and power expertise create a unique advantage for New Era amongst our peers as it relates to behind-the-meter data center project execution. Again, that's a key here, folks.

Will Gray: You know, my role continues to be centered around sponsorship of the platform, management of local relationships in Ector County, obviously, which is the Permian Basin here in West Texas, where I am born and raised, energy relationships, and helping drive the broader direction of New Era. Wouldn't be here without Charlie. You know, Charlie has been here since day one when he joined us as a independent board member, then essentially moved over in the executive capacity in February this past year, you know, leading operations and execution. That includes the practical work required to move TCDC from concept towards development readiness and ultimately construction. We believe his midstream and power expertise create a unique advantage for New Era amongst our peers as it relates to behind-the-meter data center project execution. Again, that's a key here, folks.

Speaker #3: Wouldn't be here without Charlie. Charlie has been here since day one when he joined us as an independent board member, then essentially moved over in the executive capacity in February this past year, leading operations and execution.

Speaker #3: And that includes a practical concept towards development readiness and, ultimately, construction. We believe, as a midstream and power expertise, to create a unique advantage for New Era.

Speaker #3: Amongst our peers, as it relates to behind-the-meter data center project execution—again, that's key here, folks—again, behind-the-meter power execution. And I think that's something that we are definitely going to be centering on more towards the future.

E. Will Gray II: Again, behind the meter power execution. I think that's something that we are definitely gonna be centering on more towards the future. Ted, who joined us in March, has just been, one of our, you know, rock stars to date. This is important because this is very much a finance story. I think we all understand the complexity and the need for capital in this market. His background in capital formation and digital infrastructure financing with many of our peers has already resulted in a complete financial transformation of our company and has essentially positioned us to be able to fully invest alongside in phase one and beyond with minimal dilution. It will serve us well in the remainder of 2026 as we work towards transformative announcements that will require deep expertise in financing data center developments.

Will Gray: Again, behind the meter power execution. I think that's something that we are definitely gonna be centering on more towards the future. Ted, who joined us in March, has just been, one of our, you know, rock stars to date. This is important because this is very much a finance story. I think we all understand the complexity and the need for capital in this market. His background in capital formation and digital infrastructure financing with many of our peers has already resulted in a complete financial transformation of our company and has essentially positioned us to be able to fully invest alongside in phase one and beyond with minimal dilution. It will serve us well in the remainder of 2026 as we work towards transformative announcements that will require deep expertise in financing data center developments.

Speaker #3: And Ted, who joined us in March, has just been one of our rock stars today. It's just important because this is very much a finance story.

Speaker #3: I think we all understand the complexity and the need for capital in this market. His background in capital formation and digital infrastructure financing, with many of our peers, has already resulted in a complete financial transformation of our company and has essentially positioned us to be able to fully invest alongside in phase one and beyond with minimal dilution.

Speaker #3: It will serve us well in the remainder of 2026 as we work towards transformative announcements that will require deep expertise in financing data center development.

Speaker #3: And finally, we welcome Andy Kazaza. I've known Andy for quite some time and am very much pleased that he joined our team, so definitely the newest addition.

E. Will Gray II: Finally, we welcome Andy Kazaza. I've known Andy for quite some time and very much pleased that he joined our team. Definitely the newest addition. He adds depth, corporate integration, governance, and execution experience against the types of counterparties and structures we are now working with. His expertise as a former energy CFO bolsters our strength in finance and accounting. Please note that we do continue to actively pursue top talent in development, legal, engineering, and accounting, you know, with the focus on adding key executives with hyperscaler backgrounds and relationships. The point here is not simply that we've added people. It's great, don't get me wrong, but this is the leadership team that's putting the foundation that reflects what the business needs right now. Operations, project finance, corporate execution, strategic direction as we move from formation towards execution.

Will Gray: Finally, we welcome Andy Kazaza. I've known Andy for quite some time and very much pleased that he joined our team. Definitely the newest addition. He adds depth, corporate integration, governance, and execution experience against the types of counterparties and structures we are now working with. His expertise as a former energy CFO bolsters our strength in finance and accounting. Please note that we do continue to actively pursue top talent in development, legal, engineering, and accounting, you know, with the focus on adding key executives with hyperscaler backgrounds and relationships. The point here is not simply that we've added people. It's great, don't get me wrong, but this is the leadership team that's putting the foundation that reflects what the business needs right now. Operations, project finance, corporate execution, strategic direction as we move from formation towards execution.

Speaker #3: He adds depth, corporate integration, governance, and execution experience against the types of counterparties and structures we are now working with. His expertise as a former energy CFO bolsters our strength in financing and accounting.

Speaker #3: And please note that we do continue to actively pursue top talent in development, legal, engineering, and accounting, with a focus on adding key executives with hyperscaler backgrounds and relationships.

Speaker #3: So, the point here is not simply that we've added people. It's great, don't get me wrong, but this is the leadership team that's putting the foundation that reflects what the business needs right now: operations, project finance, corporate execution, strategic direction.

Speaker #3: As we move from formation towards execution, the next question, then, is how do we actually execute from here? And that's really what the next slide's about.

E. Will Gray II: The next question is, how do we actually execute from here? That's really what the next slide's about, and Charlie's gonna walk us through the partner-based approach while we're taking a shot here at TCDC, and why we think it matters from an execution standpoint.

Will Gray: The next question is, how do we actually execute from here? That's really what the next slide's about, and Charlie's gonna walk us through the partner-based approach while we're taking a shot here at TCDC, and why we think it matters from an execution standpoint.

Speaker #3: And Charlie’s going to walk us through the partner-based approach while we’re taking a shot here at TCDC, and why we think it matters from an execution standpoint.

Charles Nelson: Just so everyone's aligned, slide 6 is where we're at right now, and it really speaks to something that I've talked about before, which is our partner-led model. You know, we've been consistent from the beginning that we are not trying to build every piece of this project internally. We also don't try to boil the ocean. The way that we're approaching TCDC is by working with the right specialist partners across key parts of the project, and that covers development, capital, power, engineering, and manufacturing. At the development operating level, we have Stream Data Centers. Stream is a leading US data center development operating platform. It's backed by Apollo, one of the largest alternative asset managers in the world. They've been around for, you know, Stream's been around for, you know, a long time in this space, legacy operator.

Charlie Nelson: Just so everyone's aligned, slide 6 is where we're at right now, and it really speaks to something that I've talked about before, which is our partner-led model. You know, we've been consistent from the beginning that we are not trying to build every piece of this project internally. We also don't try to boil the ocean. The way that we're approaching TCDC is by working with the right specialist partners across key parts of the project, and that covers development, capital, power, engineering, and manufacturing. At the development operating level, we have Stream Data Centers. Stream is a leading US data center development operating platform. It's backed by Apollo, one of the largest alternative asset managers in the world. They've been around for, you know, Stream's been around for, you know, a long time in this space, legacy operator.

Speaker #4: Just so everyone's aligned, slide six is where we're at right now, and it really speaks to something that I've talked about before, which is our partner-led model.

Speaker #4: We've been consistent from the beginning that we are not trying to build every piece of this project internally. We also don't try to boil the ocean. The way that we're approaching TCDC is by working with the right specialist partners across key parts of the project.

Speaker #4: And that covers development, capital, power, engineering, and manufacturing. At the development operating level, we have Stream Data Centers. Stream is a leading U.S. data center development operating platform backed by Apollo, one of the largest alternative asset managers in the world.

Speaker #4: They've been around for—Stream's been around for a long, long time in this space, a legacy operator. And this platform has significant expertise and a demonstrated track record of developing, financing, and delivering large-scale data center campuses.

Charles Nelson: You know, this platform has significant expertise and demonstrated a track record of developing and financing and delivering large scale data center campuses for hyperscales across North America. That's why we went with them. You know, this is extremely important because it means we're not trying to invent the execution model ourselves, and we are not looked at as a first-time developer in the eyes of our potential tenants. This is something we feel helps reduce friction and execution risk just kind of across the board. You know, we're also pleased to onboard a bunch of new investors and financing partners to help support and grow the platform just across the board. Ted will cover that in a little bit more detail as he goes through our broader funding strategy.

Charlie Nelson: You know, this platform has significant expertise and demonstrated a track record of developing and financing and delivering large scale data center campuses for hyperscales across North America. That's why we went with them. You know, this is extremely important because it means we're not trying to invent the execution model ourselves, and we are not looked at as a first-time developer in the eyes of our potential tenants. This is something we feel helps reduce friction and execution risk just kind of across the board. You know, we're also pleased to onboard a bunch of new investors and financing partners to help support and grow the platform just across the board. Ted will cover that in a little bit more detail as he goes through our broader funding strategy.

Speaker #4: For hyperscalers across North America. And that's why we went with them. This is extremely important because it means we're not trying to invent the execution model ourselves.

Speaker #4: And we are not looked at as a first-time developer in the eyes of our potential tenants. This is something we feel helps reduce friction in execution risk, just kind of across the board.

Speaker #4: We're also pleased to onboard a bunch of new investors and financing partners to help support and grow the platform, just across the board. Ted will cover that in a little bit more detail as he goes through our broader funding strategy.

Speaker #4: And beyond that, we've assembled additional capital partners around energy storage, behind-the-meter power, design, engineering, and modular manufacturing, which we believe is the future of the data center space.

Charles Nelson: Beyond that, you know, we've assembled additional capital partners around energy storage, behind-the-meter power, design, engineering, and modular manufacturing, which we believe is the future of the data center space. All of this is important if you wanna move a project like this forward efficiently and with less execution risk. For me, you know, this slide isn't just about logos. You know, this isn't what we call a NASCAR slide, just slaps with logos. It's about how we're executing. This partner-led model is how we intend to move the project forward in a practical way. With the right counterparties responsible for the different parts of the project, you know, which they know best, you know, we view this as a huge risk off standpoint.

Charlie Nelson: Beyond that, you know, we've assembled additional capital partners around energy storage, behind-the-meter power, design, engineering, and modular manufacturing, which we believe is the future of the data center space. All of this is important if you wanna move a project like this forward efficiently and with less execution risk. For me, you know, this slide isn't just about logos. You know, this isn't what we call a NASCAR slide, just slaps with logos. It's about how we're executing. This partner-led model is how we intend to move the project forward in a practical way. With the right counterparties responsible for the different parts of the project, you know, which they know best, you know, we view this as a huge risk off standpoint.

Speaker #4: And all of this is important if you want to move a project like this forward efficiently and with less execution risk. But for me, this slide isn't just about logos.

Speaker #4: This isn't what we call a NASCAR slide, just slapped with logos. It's about how we're executing. And this partner-led model is how we intend to move the project forward in a practical way.

Speaker #4: And with the right counterparties responsible for the different parts of the project, which they know best, we view this as a huge risk-off standpoint.

Speaker #4: It also helps to explain why a number of these work streams can move together in parallel. In a more traditional development model, you might finish one step and then move on to the next.

Charles Nelson: It also helps to explain why a number of these work streams can move together in parallel. You know, in a more traditional development model, you might finish one step and then move on to the next. You know, our approach is to advance all of these pieces of the project at the same time. We call ourselves maestros of an orchestra. You know, what this does is that, you know, once these key commercial milestones are in place, you know, we're not starting from zero on design, power, financing, and site readiness. You know, it all comes together at the same time. You know, that's how we're thinking about the execution of TCDC. You know, that's how it's been done in the industries we've been in before.

Charlie Nelson: It also helps to explain why a number of these work streams can move together in parallel. You know, in a more traditional development model, you might finish one step and then move on to the next. You know, our approach is to advance all of these pieces of the project at the same time. We call ourselves maestros of an orchestra. You know, what this does is that, you know, once these key commercial milestones are in place, you know, we're not starting from zero on design, power, financing, and site readiness. You know, it all comes together at the same time. You know, that's how we're thinking about the execution of TCDC. You know, that's how it's been done in the industries we've been in before.

Speaker #4: Our approach is to advance all of these pieces of the project at the same time. We call ourselves maestros of an orchestra. And so, what this does is that once these key commercial milestones are in place, we're not starting from zero on design, power, financing, and site readiness.

Speaker #4: It all comes together at the same time. And that's why—that's how we're thinking about the execution of TCDC. That's how it's been done in the industries we've been in before.

Speaker #4: And really, that leads kind of into the next slide, which is the project itself. And with that, I'll hand it off to Will.

Charles Nelson: Really that leads kind of into the next slide, which is the project itself. With that, I'll hand it off to Will.

Charlie Nelson: Really that leads kind of into the next slide, which is the project itself. With that, I'll hand it off to Will.

Speaker #3: Yep. Thanks, Charlie. And again, this kind of goes near and dear to my heart. So today, our TCDC remains our flagship execution priority. Today, we own 438 acres in Ector County, which is, again, part of the Permian Basin.

E. Will Gray II: Yeah. Thanks, Charlie. Again, you know, this is kind of goes near and dear to my heart. Today, our TCDC remains our flagship execution priority. You know, today we own 438 acres in Ector County, which is again, part of the Permian Basin. Also please note that we've entered into the definitive agreements to acquire the previously announced additional 54 acre corridor. TCDC sits in the Permian Basin Energy Corridor, again, Midland-Odessa, the heart of the Permian, adjacent to generation assets operated by Vistra and Calpine. Our thesis has been the easiest place to build power is where it already exists, and that continues to be one of the key things that makes this asset stand out. From our perspective, that advantage shows up in a few practical ways. You know, it supports speed to power.

Will Gray: Yeah. Thanks, Charlie. Again, you know, this is kind of goes near and dear to my heart. Today, our TCDC remains our flagship execution priority. You know, today we own 438 acres in Ector County, which is again, part of the Permian Basin. Also please note that we've entered into the definitive agreements to acquire the previously announced additional 54 acre corridor. TCDC sits in the Permian Basin Energy Corridor, again, Midland-Odessa, the heart of the Permian, adjacent to generation assets operated by Vistra and Calpine. Our thesis has been the easiest place to build power is where it already exists, and that continues to be one of the key things that makes this asset stand out. From our perspective, that advantage shows up in a few practical ways. You know, it supports speed to power.

Speaker #3: And also, please note that we've entered into the definitive agreements to acquire the previously announced additional 54-acre corridor. TCDC sits in the Permian Basin Energy Corridor—again, Midland-Odessa, the heart of the Permian.

Speaker #3: Adjacent to generation assets, operated by Vista and Calpine. So our thesis has been the easiest place to build power, as we already exist. And that continues to be one of the key things that makes this asset stand out.

Speaker #3: So, from our perspective, that advantage shows up in a few practical ways. It supports speed to power. It gives us more flexibility around direct power solutions.

E. Will Gray II: It gives us more flexibility around direct power solutions. It helps with interconnection and broader infrastructure design. It gives us a site with the size and continuity that's needed to support phase expansion over time. Now, the long-term expansion potential towards the 1.4 gigawatt is clearly important, and that remains part of the broader TCDC story. Near term, the focus is much more specific than that. The focus is phase 1, and the focus is getting the commercial and development work streams around phase 1 lined up right away. This slide is really here as a reminder. This is a large, well-located, powered, advantaged site, and the work we're doing now is about putting that site in position to move forward once the key commercial pieces are in place.

Will Gray: It gives us more flexibility around direct power solutions. It helps with interconnection and broader infrastructure design. It gives us a site with the size and continuity that's needed to support phase expansion over time. Now, the long-term expansion potential towards the 1.4 gigawatt is clearly important, and that remains part of the broader TCDC story. Near term, the focus is much more specific than that. The focus is phase 1, and the focus is getting the commercial and development work streams around phase 1 lined up right away. This slide is really here as a reminder. This is a large, well-located, powered, advantaged site, and the work we're doing now is about putting that site in position to move forward once the key commercial pieces are in place.

Speaker #3: It helps with interconnection and broader infrastructure design, and it gives us a site with the size and continuity that needs to support phase expansion over time.

Speaker #3: Now, the long-term expansion potential towards the 1.4 gigawatt mark is clearly important, and that remains part of the broader TCDC story. But near term, the focus is much more specific than that.

Speaker #3: The focus is Phase One. And the focus is getting the commercial and development work streams around Phase One lined up right away. So, this slide is really here as a reminder.

Speaker #3: This is a large, well-located, powered advantage site. And the work we're doing now is about putting that site in position to move forward once the key commercial pieces are in place.

Speaker #4: Moving on to slide seven here. This is another slide that many of you have seen before, so I'm not going to overexplain it. This is a very important slide, though.

Charles Nelson: Moving on to slide 7 here. This is another slide that many of you have seen before, so I'm not gonna overexplain it. This is a very important slide, though, because it shows how we're thinking about the development pathway here at TCDC. At a high level, this is a phased powered development plan. Phase 1 is 200 MW. Key point here is that the initial power deployment is expected to be supported through adjacent generation. In other words, you know, we're not starting with a traditional grid build-out, waiting on the grid or significant new electrical infrastructure to complete our first step. That gives us a more practical path to getting this site ready, and moving towards, you know, initial commercial execution. Phase 2, we're gonna put another 450 MW, and that's gonna be behind-the-meter.

Charlie Nelson: Moving on to slide 7 here. This is another slide that many of you have seen before, so I'm not gonna overexplain it. This is a very important slide, though, because it shows how we're thinking about the development pathway here at TCDC. At a high level, this is a phased powered development plan. Phase 1 is 200 MW. Key point here is that the initial power deployment is expected to be supported through adjacent generation. In other words, you know, we're not starting with a traditional grid build-out, waiting on the grid or significant new electrical infrastructure to complete our first step. That gives us a more practical path to getting this site ready, and moving towards, you know, initial commercial execution. Phase 2, we're gonna put another 450 MW, and that's gonna be behind-the-meter.

Speaker #4: Because it shows how we're thinking about the development pathway here at TCDC. At a high level, this is a phase-powered development plan. Phase one is 200 megawatts.

Speaker #4: The key point here is that the initial power deployment is expected to be supported through adjacent generation. In other words, we're not starting with a traditional grid build-out, waiting on the grid, or significant new electrical infrastructure to complete our first step.

Speaker #4: That gives us a more practical path to getting this site ready and moving towards initial commercial execution. Phase two, we're going to put another 450 megawatts, and that's going to be behind the meter.

Speaker #4: And that's supported by a physically diverse gas supply across three pipelines. And we have turbines on order for that, as well as REC fees. And a lot's gone into that power plan, and I know we've talked about that ad nauseam.

Charles Nelson: That's supported by, you know, a physically diverse gas supply across 3 pipelines, and we have turbines on order for that as well as recips. A lot's gone into that power plan, I know we've talked about that ad nauseam. The phase 3, and the final phase is the longer-dated expansion towards the complete 1.4 gigawatt, which is what the JV is working towards. You know, this will involve additional behind-the-meter, bi-directional grid interconnects. It's a more complex power step here. You know, that bi-directional grid interconnection is important because it gives us the ability to put power back on the grid when that makes sense.

Charlie Nelson: That's supported by, you know, a physically diverse gas supply across 3 pipelines, and we have turbines on order for that as well as recips. A lot's gone into that power plan, I know we've talked about that ad nauseam. The phase 3, and the final phase is the longer-dated expansion towards the complete 1.4 gigawatt, which is what the JV is working towards. You know, this will involve additional behind-the-meter, bi-directional grid interconnects. It's a more complex power step here. You know, that bi-directional grid interconnection is important because it gives us the ability to put power back on the grid when that makes sense.

Speaker #4: So, the phase three and the final phase is the longer-dated expansion towards the complete 1.4 gigawatt, which is what the JV is working towards.

Speaker #4: And this will involve additional behind-the-meter bidirectional grid interconnects, and so it's a more complex power step here. But that bidirectional grid interconnection is important.

Speaker #4: Because it gives us the ability to put power back on the grid when that makes sense. And it may also support a more streamlined approval path, versus a traditional unidirectional interconnect approach.

Charles Nelson: It may also support a more streamlined approval path toward versus a traditional, you know, unidirectional interconnect approach. The big takeaway here is that we're not waiting around on the typical grid queue to get started. You know, the way we're approaching this is by engineering around that constraint. We're using site control, power relationships, behind-the-meter capabilities, and frankly, this phase build-out model, which is, you know, driven by some pretty logical decision-making here. That's a big part of why we believe this site and this region are differentiated.

Charlie Nelson: It may also support a more streamlined approval path toward versus a traditional, you know, unidirectional interconnect approach. The big takeaway here is that we're not waiting around on the typical grid queue to get started. You know, the way we're approaching this is by engineering around that constraint. We're using site control, power relationships, behind-the-meter capabilities, and frankly, this phase build-out model, which is, you know, driven by some pretty logical decision-making here. That's a big part of why we believe this site and this region are differentiated.

Speaker #4: So the big takeaway here is that we're not waiting around in the typical grid queue to get started. The way we're approaching this is by engineering around that constraint.

Speaker #4: We're using site control, power relationships, behind-the-meter capabilities, and, frankly, this phased build-out model, which is driven by some pretty logical decision-making here. And that's a big part of why we believe this site and this region are differentiated.

Charles Nelson: When we talk about this phase 1 readiness or more narrowly, site readiness, you know, we mean the more practical work that's required to position the site to move into construction and delivery once the core commercial and contractual pieces are in place, you know, as we described before. You know, we don't mean that every downstream step is complete, and want to be clear about that. In practical terms, you know, the readiness work, including things like civil engineering, site planning, permitting, pipeline removal and reclamation, site clearing, earthworks, et cetera, et cetera, all of that, you know, is underway. Generally making sure that those development tasks are aligned with the parallel commercial power and JV work streams, you know, those are all moving forward.

Speaker #4: So, when we talk about this phase one readiness—or more narrowly, site readiness—we mean the more practical work that's required to position the site to move into construction and delivery once the core commercial and contractual pieces are in place, as we described before.

Charlie Nelson: When we talk about this phase 1 readiness or more narrowly, site readiness, you know, we mean the more practical work that's required to position the site to move into construction and delivery once the core commercial and contractual pieces are in place, you know, as we described before. You know, we don't mean that every downstream step is complete, and want to be clear about that. In practical terms, you know, the readiness work, including things like civil engineering, site planning, permitting, pipeline removal and reclamation, site clearing, earthworks, et cetera, et cetera, all of that, you know, is underway. Generally making sure that those development tasks are aligned with the parallel commercial power and JV work streams, you know, those are all moving forward.

Speaker #4: And so we don't mean that every downstream step is complete, and I want to be clear about that. But in practical terms, the readiness work—including things like civil engineering, site planning, permitting, pipeline removal and reclamation, site clearing, earthworks, etc.—all of that is underway.

Speaker #4: And generally, making sure that those development tasks are aligned with the parallel commercial power and JV workstreams—those are all moving forward. So when we talk about near-term milestones, we're talking about real construction-enabling and development-enabling activities that enable us to reduce friction and move the project closer to execution.

Charles Nelson: When we talk about near-term milestones, we're talking about real construction-enabling and development-enabling activities that enable us to reduce friction and move the project closer to execution. I hope that gives everyone a sense of how we're thinking about the site, you know, the phase power strategy, you know, what we mean, and, like, just pretty much what we mean when we talk about phase one readiness. The next logical question is all around how that gets funded. Obviously, that's incredibly important. What does that mean for, you know, NUAI at the parent level? With that, I'm gonna pass it off to Ted to talk through that.

Charlie Nelson: When we talk about near-term milestones, we're talking about real construction-enabling and development-enabling activities that enable us to reduce friction and move the project closer to execution. I hope that gives everyone a sense of how we're thinking about the site, you know, the phase power strategy, you know, what we mean, and, like, just pretty much what we mean when we talk about phase one readiness. The next logical question is all around how that gets funded. Obviously, that's incredibly important. What does that mean for, you know, NUAI at the parent level? With that, I'm gonna pass it off to Ted to talk through that.

Speaker #4: So I hope that gives everyone a sense of how we're thinking about the site, the phase power strategy, what we mean, and just pretty much what we mean when we talk about phase one readiness.

Speaker #4: So, the next logical question is all around how that gets funded. And obviously, that's incredibly important. And what does that mean for NUAI at the parent level?

Speaker #4: And so, with that, I'm going to pass it off to Ted to talk through that.

Speaker #5: Thanks, Charlie. One of the biggest questions that we get from investors is how TCDC gets funded, and what that means for NUAI at the parent level.

Ted Warner: Thanks, Charlie. One of the biggest questions we get from investors is how TCDC gets funded and what that means for NUAI at the parent level. The first point we want to make is the most important one. We are not funding multi-billion dollar project CapEx at holdco. That is not the model. The model is to raise the vast majority of project capital at the asset level, at the JV level. The way we think about that is a target cap structure of roughly 80% debt and 20% equity, with NUAI participating as a sponsor and GP. In practical terms, that means NUAI contributes what is scarce and strategic, which is site control, development work, local execution, relationships, as well as a maximum co-investment. In return, we retain long-term material equity ownership in the asset.

Speaker #5: The first point we want to make is the most important one. We are not funding multibillion-dollar project CapEx at HoldCo. That is not the model.

Speaker #5: The model is to raise the vast majority of project capital at the asset level, at the JV level. The way we think about that is a target cap structure of roughly 80% debt and 20% equity.

Speaker #5: With NUAI participating as a sponsor and GP, in practical terms, that means NUAI contributes what is scarce and strategic, which is site control, development work, local execution, relationships, as well as a maximum co-investment.

Speaker #5: And in return, we retain long-term material equity ownership in the asset. That matters because investors should not think about this as a story where NUAI has to fund the entirety of phase one, two, and three off its own balance sheet.

Ted Warner: That matters because investors should not think about this as a story where NUAI has to fund the entirety of phase one, two, and three off its own balance sheet. That is simply not how we intend to build this platform. The second point is that the capital structure around TCDC is materially cleaner than it was before. The $120 million in equity that we've raised, the repayment of the Sharon AI note, and the removal of all those liens all improve the financeability of the asset and our company as a whole. The Macquarie facility adds an initial project-level funding pathway. Macquarie's additional $5 million equity investment at a premium is, in our view, another meaningful signal of validation around both the asset and the direction of the business from one of the top infrastructure investors in the world.

Speaker #5: That is simply not how we intend to build this platform. The second point is that the capital structure around TCDC is materially cleaner than it was before.

Speaker #5: The $120 million in equity that we've raised, the repayment of the share in AI note, and the removal of all those liens all improve the financeability of the asset.

Speaker #5: And our company as a whole. The Macquarie facility adds an initial project-level funding pathway. Macquarie's additional $5 million equity investment at a premium is, in our view, another meaningful signal of validation around both the asset and the direction of the business from one of the top infrastructure investors in the world.

Ted Warner: Third, I want to be very clear on this. We believe we are positioned to fund more than our expected share of phase 1 development without material near-term dilution. That's an important point because we know dilution is top of mind for our investors, and understandably so, with the amount of CapEx we talk about when we talk about building data centers. The way we think about this is straightforward. 2 large transactions we did in April were meant to put us in the position to tell our shareholders, and any prospective shareholders, that based on our current liquidity position and the funding flexibility available to us, we believe we have a path to fund not only our burn until phase 1 becomes operational, but also more than our expected share of phase 1 without being required to raise additional NUAI equity for that purpose.

Speaker #5: And third, I want to be very clear on this. We believe we are positioned to fund more than our expected share of phase one development without material near-term dilution.

Speaker #5: That's an important point, because we know dilution is top of mind for our investors. And understandably so, with the amount of CapEx we talk about when we talk about building data centers.

Speaker #5: The way we think about this is straightforward. Two large transactions we did in April were meant to put us in the position to tell our shareholders and any prospective shareholders that, based on our current liquidity position and the funding flexibility available to us, we believe we have a path to fund not only our burn until phase one becomes operational, but also more than our expected share of phase one without being required to raise additional NUAI equity for that purpose.

Speaker #5: And to make this more tangible, if you assume a 50/50 split in the JV, as one of our covering analysts has, and a project-level capital structure that is 80% debt and 20% equity, then the equity burden that actually lands on NUAI is only a fraction of the total project costs, not the whole thing.

Ted Warner: To make this more tangible, if you assume a 50/50 split in the JV, as one of our covering analysts has, and a project-level capital structure that is 80% debt and 20% equity, then the equity burden that actually lands on NEAI is only a fraction of the total project cost, not the whole thing. 50% of 20%, which is 10% of the total build cost. For illustrated purposes, we assume a 1.5 PUE, like our covering analysts have, and a $13 million per megawatt critical IT CapEx. We assume all that, and our cash needs for phase 1 would be roughly $180 million before the credit that we'd get for the land contribution. That is exactly why the GP-LP structure matters.

Speaker #5: Fifty percent of twenty percent, which is ten percent of the total build costs. For illustrative purposes, we assume a 1.5 PUE, like our covering analysts have, and a $13 million per megawatt critical IT CapEx.

Speaker #5: We assume all that, and our cash needs for phase one would be roughly $180 million before the credit that we get for the land contribution.

Speaker #5: Now, that is exactly why the GPLP structure matters. Top-level equity is there to unlock a much larger pool of project capital, not to fund the asset directly.

Ted Warner: Top-level equity is there to unlock a much larger pool of project capital, not to fund the asset directly. Finally, on liquidity, we ended April with over $80 million of cash on hand. We view the cash balance as giving us real flexibility to support growth and development while also improving confidence among counterparties that we can meet our obligations as this project advances. Note, we also have access up to $270 million more from our Macquarie facility available over time upon certain milestones. Clearly, that theoretical $180 million investment is more than covered for phase I. The takeaway is pretty simple.

Speaker #5: Finally, on liquidity, we ended April with over $80 million of cash on hand. We view the cash balances as giving us real flexibility to support growth and development, while also improving confidence among counterparties that we can meet our obligations as this project advances.

Speaker #5: And note, we also have access to up to $270 million more from our Macquarie facility, available over time upon certain milestones. So clearly, that theoretical $180 million investment is more than covered.

Speaker #5: For phase one, the takeaway is pretty simple. This is a cleaner structure, better counterparties, and a project finance model built around third-party capital and what we believe is a sufficient path to fund our expected share of phase one without additional NUAI equity in the near term.

Ted Warner: This is a cleaner structure, better counterparties, and a project finance model built around third-party capital and what we believe is a sufficient path to fund our expected share of phase 1 without additional NUAI equity in the near term. Hopefully that gives you a clear sense of how we're thinking about capital liquidity in phase 1 funding. I'll turn it back over to Charles Nelson to wrap up with where we are today and what we think the market should be looking for next.

Speaker #5: So, hopefully, that gives you a clearer sense of how we're thinking about capital liquidity in phase one funding. I'll turn it back over to Charlie to wrap up with where we are today and what we think the market should be looking for next.

Charles Nelson: Thanks, Ted. Just to kinda wrap this up here, you know, this slide kinda ties everything together. You know, we've highlighted some of the near-term milestones and we've highlighted the work streams that are top of mind for the team. You know, firstly, in terms of commercial milestones, our continued focus is the definitive JV with Stream, the hyperscale of the lease, and finalizing power contract. Secondly, on development milestones, it includes the ongoing pipeline removal and reclamation work, earthworks, site clearing, the industrial district designation, and securing key development permits. Finally, on corporate milestones, we continue to add key people, capability, and this is across all core business functions, including development, engineering, operations, finance, FP&A, et cetera, with a focus on talent from hyperscalers.

Speaker #4: And thanks, Ted. So just to kind of wrap this up here, this slide kind of ties everything together. We've highlighted some of the near-term milestones.

Charlie Nelson: Thanks, Ted. Just to kinda wrap this up here, you know, this slide kinda ties everything together. You know, we've highlighted some of the near-term milestones and we've highlighted the work streams that are top of mind for the team. You know, firstly, in terms of commercial milestones, our continued focus is the definitive JV with Stream, the hyperscale of the lease, and finalizing power contract. Secondly, on development milestones, it includes the ongoing pipeline removal and reclamation work, earthworks, site clearing, the industrial district designation, and securing key development permits. Finally, on corporate milestones, we continue to add key people, capability, and this is across all core business functions, including development, engineering, operations, finance, FP&A, et cetera, with a focus on talent from hyperscalers.

Speaker #4: We've highlighted the work streams that are top of mind for the team. And so, firstly, in terms of commercial milestones, our continued focus is the definitive JV with Stream, the hyperscale release, and finalizing the power contract.

Speaker #4: Secondly, on development milestones, this includes the ongoing pipeline removal, reclamation work, earthworks, site clearing, the industrial district designation, and securing key development permits. And finally, on corporate milestones, we continue to add key people and capability across all core business functions, including development, engineering, operations, finance, FP&A, etc., with a focus on talent from hyperscalers.

Speaker #4: And what we want investors to understand here is that all of these work streams are advancing in parallel. It's not one after the other.

Charles Nelson: What we want investors to understand here is that all of these work streams are advancing in parallel. It's not one after the other. The parallelism is important. We're not trying to do this the old-fashioned sequence, where you wait 9 to 12 months to finish lease negotiations, then begin design, then begin power work, and then do the financing. You know, we're trying to reduce the overall cycle time by moving these work streams together. Obviously, some of them are interdependent, so some remain subject to third parties. You know, that's something that we do our best to control. From a management perspective, that is the operational philosophy. Compress the path to readiness by doing things concurrently. The way I'd summarize all this is pretty simple. The business is moving forward. We've simplified TCDC structurally.

Charlie Nelson: What we want investors to understand here is that all of these work streams are advancing in parallel. It's not one after the other. The parallelism is important. We're not trying to do this the old-fashioned sequence, where you wait 9 to 12 months to finish lease negotiations, then begin design, then begin power work, and then do the financing. You know, we're trying to reduce the overall cycle time by moving these work streams together. Obviously, some of them are interdependent, so some remain subject to third parties. You know, that's something that we do our best to control. From a management perspective, that is the operational philosophy. Compress the path to readiness by doing things concurrently. The way I'd summarize all this is pretty simple. The business is moving forward. We've simplified TCDC structurally.

Speaker #4: The parallelism is important. We're not trying to do this the old-fashioned sequence where you wait 9 to 12 months to finish lease negotiations, then begin design, then begin power work, and then do the financing.

Speaker #4: We're trying to reduce the overall cycle time by moving these work streams together. Obviously, some of them are interdependent, so some remain subject to third parties, and that's something that we do our best to control.

Speaker #4: But from a management perspective, that's the operational philosophy: compress the path to readiness by doing things concurrently. So the way I'd summarize all of this is pretty simple.

Speaker #4: The business is moving forward. We've simplified TCDC structurally. We've brought in strong counterparties. We've improved the funding pathway. We're now through the set of commercial development and financial milestones that we believe can move TCDC from a well-formed concept to a financially executing project.

Charles Nelson: We've brought in strong counterparties. We've improved the funding pathway. We're now through the set of commercial development and financial milestones that we believe can move TCDC from a well-formed concept to a financial executing project. With that, operator, we'll open the line for questions.

Charlie Nelson: We've brought in strong counterparties. We've improved the funding pathway. We're now through the set of commercial development and financial milestones that we believe can move TCDC from a well-formed concept to a financial executing project. With that, operator, we'll open the line for questions.

Speaker #4: And so with that, operator, we'll open the line for questions.

Speaker #5: Thank you. As a reminder, to ask a question, you will need to press *11 on your telephone. To remove yourself from the queue, you may press *11 again.

Operator: Thank you. As a reminder, to ask a question, you will need to press star one one on your telephone. To remove yourself from the queue, you may press star one one again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Mike Grondahl of Northland. Please go ahead, Mike.

Speaker #5: Please stand by while we compile the Q&A roster. Our first question comes from the line of Mike Grandell of Northland. Please go ahead, Mike.

Speaker #6: Hey, guys. Thank you. Clearly, NUAI is moving towards near-term construction-enabling activities. What permits or hurdles still need to happen for you guys to get there?

Mike Grondahl: Hey, guys. Thank you. You know, clearly NEAI is moving towards near-term construction-enabling activities. What permits or hurdles still need to happen for you guys to get there? Secondly, is there a way we should think about the sequence of the Sharon JV, the PPA, and the lease being finalized?

Speaker #6: And then secondly, is there a way we should think about the sequence of the Stream JV, the PPA, and the lease being finalized?

Charles Nelson: Yeah. Yeah. Just take this real quick and Will, feel free to chime in. For one, finally, the lease remains the key commercial priority. You know, as mentioned here, the work streams are not strictly sequential. You know, we've got ongoing and have had ongoing permitting work streams, and in all of these pathways that have been ongoing. This includes things like an industrial district designation, which has been ongoing for quite some time. That allows us to essentially almost become a pseudo part of a municipality and access some of the water and sewer and stuff like that there. So that's a big piece of it. There's, you know, kind of two other buckets of permits here.

Charlie Nelson: Yeah. Yeah. Just take this real quick and Will, feel free to chime in. For one, finally, the lease remains the key commercial priority. You know, as mentioned here, the work streams are not strictly sequential. You know, we've got ongoing and have had ongoing permitting work streams, and in all of these pathways that have been ongoing. This includes things like an industrial district designation, which has been ongoing for quite some time. That allows us to essentially almost become a pseudo part of a municipality and access some of the water and sewer and stuff like that there. So that's a big piece of it. There's, you know, kind of two other buckets of permits here.

Speaker #4: Yeah, yeah. I'll take this real quick, and feel free to jump in. Before the lease remains the key commercial priority, but as mentioned here, the work streams are not strictly sequential.

Speaker #4: So, we've got ongoing—and have had ongoing—permitting work streams, and all of these pathways that have been ongoing. This includes things like an industrial district designation, which has been ongoing for quite some time.

Speaker #4: That allows us to essentially almost become a pseudo part of a municipality and access some of the water and sewer and stuff like that there.

Speaker #4: And so that's a big piece of it. There's kind of two other buckets of permits here. We're talking bucket number one, which is to release early grading, and you need—we've been going through the SWPPP permit, early grading permit, finalizing the exact site plan with our development partners, Stream, and then finally to release vertical construction.

Charles Nelson: We're talking bucket number one, which is to release early grading. You need some, like, you know, we've been going through like the SWPPP permit, early grading permit, and finalizing the exact site plan with our development partner, Stream. Then finally to release vertical construction, you know, you just need that full grading permit, subplotting and plat plan, approved, recorded, building permit, and fire protection review. All these things are well underway. I don't know, Will, do you want to chime in anything else on that?

Charlie Nelson: We're talking bucket number one, which is to release early grading. You need some, like, you know, we've been going through like the SWPPP permit, early grading permit, and finalizing the exact site plan with our development partner, Stream. Then finally to release vertical construction, you know, you just need that full grading permit, subplotting and plat plan, approved, recorded, building permit, and fire protection review. All these things are well underway. I don't know, Will, do you want to chime in anything else on that?

Speaker #4: You just need that full grading permit. Subplatting and plat plan approved, recorded, building permit, and fire protection review—all these things are well underway.

Speaker #4: I don't know, Will, do you want to chime in anything else on that?

E. Will Gray II: Well, yeah, you know, that's a good point because I think one thing, you know, Mike, this is Will, by the way, that we've not really kind of articulated with our investors is where does this property sit? Is it in the county? Is it within the municipality? Or is it in the buffer zone, which they call an, you know, ETJ. I think, you know, what we need to better help understand is that, listen, this sits in what they call an ETJ, right? An extraterritorial jurisdiction. Essentially it's a buffer area, right? We're within a 5-mile radius of the city of Odessa, Texas, but yet we're within Ector County.

Will Gray: Well, yeah, you know, that's a good point because I think one thing, you know, Mike, this is Will, by the way, that we've not really kind of articulated with our investors is where does this property sit? Is it in the county? Is it within the municipality? Or is it in the buffer zone, which they call an, you know, ETJ. I think, you know, what we need to better help understand is that, listen, this sits in what they call an ETJ, right? An extraterritorial jurisdiction. Essentially it's a buffer area, right? We're within a 5-mile radius of the city of Odessa, Texas, but yet we're within Ector County.

Speaker #5: Yeah, that's a good point. Because I think one thing, Mike—this is Will, by the way—that we've not really kind of articulated with our investors is, where does this property sit?

Speaker #5: Is it in the county? Is it within the municipality? Because I think—or is it in the buffer zone, which they call the ETJ?

Speaker #5: So, I think what we need to better help understand is that—listen, this sits in what they call an ETJ, right? An Extra-Territorial Jurisdiction.

Speaker #5: So, essentially, it's a buffer area, right? So we're within a five-mile radius of the city of Odessa, Texas, but yet we're within Ector County.

Speaker #5: So, a lot of the constructs that we've been working through have been, okay, so if we're not going to file an industrial district, as we weren't previously, then we were just going to have to work within county zoning laws.

E. Will Gray II: A lot of the constructs we've been working through have been, okay, if we're not going to file an industrial district, as you weren't previously, then we were just going to have to work within county zoning laws, permitting regulations, which are very, very different than the municipality ones, if that makes sense. With having the new partner on board, obviously wanting the potential to have the access to the municipality services such as, you know, water, wastewater, fire, that, whatnot, we would have to form the industrial district, which would be basically a way not to be annexed into the city in lieu of a pilot tax. As Charlie previously mentioned, the kind of the prelim that we intend on doing, I would think in June, is the preliminary site plan.

Will Gray: A lot of the constructs we've been working through have been, okay, if we're not going to file an industrial district, as you weren't previously, then we were just going to have to work within county zoning laws, permitting regulations, which are very, very different than the municipality ones, if that makes sense. With having the new partner on board, obviously wanting the potential to have the access to the municipality services such as, you know, water, wastewater, fire, that, whatnot, we would have to form the industrial district, which would be basically a way not to be annexed into the city in lieu of a pilot tax. As Charlie previously mentioned, the kind of the prelim that we intend on doing, I would think in June, is the preliminary site plan.

Speaker #5: Permitting regulations—which are very, very different than the municipality ones, if that makes sense. With having the new partner on board, obviously wanting the potential to have access to the municipality services, such as water, wastewater, fire, that, whatnot, we would have to form the industrial district, which would be basically a way not to be annexed into the city in lieu of a PILOT tax.

Speaker #5: So, as Charlie previously prelim—in that we intend on doing, I would think in June—is the preliminary site plan. Because that is basically—which we've had that already—but essentially, our JV partner, Stream, which has been doing this for 25-plus years, has essentially taken what we've built and just basically tailored it specifically to our intent.

E. Will Gray II: Because that is basically which we've had that already, but essentially our JV partner Stream, which has been doing this for 25 plus years, has essentially taken what we've built and just basically tailored it specifically to our end tenant. By doing that, now they've kind of taken our, you know, alter survey, transposed it onto, you know, the acreage, so that can be now submitted to the Odessa City Council, which you go through, you know, a minimum of two reviews before approval, and then you can start your grading process. As Charles Nelson mentioned, you know, the three major ones are site plan, SWPPP, and then our early grading permit. Those things, that's our, you know, June, July boom, let's get going.

Will Gray: Because that is basically which we've had that already, but essentially our JV partner Stream, which has been doing this for 25 plus years, has essentially taken what we've built and just basically tailored it specifically to our end tenant. By doing that, now they've kind of taken our, you know, alter survey, transposed it onto, you know, the acreage, so that can be now submitted to the Odessa City Council, which you go through, you know, a minimum of two reviews before approval, and then you can start your grading process. As Charles Nelson mentioned, you know, the three major ones are site plan, SWPPP, and then our early grading permit. Those things, that's our, you know, June, July boom, let's get going.

Speaker #5: And so by doing that, now they've kind of taken our ALTA survey, transposed it onto the acreage, so that can be now submitted to the City of Odessa Council.

Speaker #5: Which you go through a minimum of two reviews before approval. And then you can start your grading process. But as Charlie mentioned, the three major ones are site plan, SW3P, and then our early grading permit.

Speaker #5: Those things, that is our June, July—boom, boom, boom—let's get going.

Speaker #4: And for what it's worth, just to chime in on that, these are things we're dealing with even today. Had multiple calls on this, with the city, etc.

Andy Kazaza: For what it's worth, just to chime in on that, these are, you know, these are things we're dealing with. I even today had multiple calls on this, you know, with the city, et cetera. These are ongoing efforts, so this isn't something that's well off in the distant distance that we're sitting here, like, staring down. These are, you know, active multiple times a week going through all of this and locking this all in. These are well underway.

Charlie Nelson: For what it's worth, just to chime in on that, these are, you know, these are things we're dealing with. I even today had multiple calls on this, you know, with the city, et cetera. These are ongoing efforts, so this isn't something that's well off in the distant distance that we're sitting here, like, staring down. These are, you know, active multiple times a week going through all of this and locking this all in. These are well underway.

Speaker #4: These are ongoing efforts, so this isn't something that's well off in the distant distance that we're sitting here staring down. These are active, multiple times a week, going through all of this.

Speaker #4: And locking this all in. So these are well underway.

Speaker #5: Yeah, that's a good point. Yeah, we've had meetings with both—my goodness gracious—the county officials, city officials. I work daily, still, still part of my, again, as I tell people, near and dear to my heart. I mean, I'm out there on the site quite often with all the reclamation we've done.

E. Will Gray II: Good point. We've had meetings with both, my goodness gracious, the, you know, county officials, city officials. You know, I work daily still part of my, again, as I tell people near and dear to my heart. I mean, I'm out there on the site, you know, quite often, you know, with all the reclamation we've done. Again, this used to be an active oil field. You know, we've remediated over 13,000 foot of old flow line. We have abandoned and reclamated old pipelines. I mean, this has all been done. Site clearing. I mean, there's a lot of activity moving forward.

Will Gray: Good point. We've had meetings with both, my goodness gracious, the, you know, county officials, city officials. You know, I work daily still part of my, again, as I tell people near and dear to my heart. I mean, I'm out there on the site, you know, quite often, you know, with all the reclamation we've done. Again, this used to be an active oil field. You know, we've remediated over 13,000 foot of old flow line. We have abandoned and reclamated old pipelines. I mean, this has all been done. Site clearing. I mean, there's a lot of activity moving forward.

Speaker #5: Because, again, this used to be an active oil field. We've remediated over 13,000 feet of old flowline. We have abandoned and reclamated old pipelines.

Speaker #5: I mean, there's already been site clearing. I mean, there's a lot of activity moving forward. So even though there may not be active permits in place, there are still a lot of activities that are ongoing in order to make certain that this thing can actually be shovel-ready once the permit is approved.

E. Will Gray II: Even though there may not be active, you know, permits in place, there are still a lot of activities that are ongoing in order to make certain that this thing can actually, you know, be shovel-ready once the permit is approved. Permits are approved for me. Mike-

Will Gray: Even though there may not be active, you know, permits in place, there are still a lot of activities that are ongoing in order to make certain that this thing can actually, you know, be shovel-ready once the permit is approved. Permits are approved for me. Mike-

Speaker #5: Permits are approved for me. Mike.

Mike Grondahl: Got it.

Speaker #6: Got it. And then, is there a sequence to the JV, the PPA, and the lease—any way to think about that?

E. Will Gray II: Yeah. Go, Mike.

Will Gray: Yeah. Go, Mike.

Mike Grondahl: The sequence of the JV, the PPA and the lease, any way to think about that?

Speaker #4: Yeah, so just thinking of the sequencing—the JV docs are well underway, multiple turns already with the lawyers. And the lease as well. As well as the PPA.

Andy Kazaza: Just thinking of the sequencing, you know, the JV docs are, you know, well underway. Multiple turns already with the lawyers, and the lease as well, as well as the PPA. All of these are progressing concurrently. They're all interdependent, right? Like, you know, could we execute the JV docs and not the lease? Yes. Can we execute the PPA and not the JV docs? Yes. Do you need all of them to proceed with the project also? Yes. All of these are progressing. Like, I mean, the, you know, multiple turns on legal docs already with all of them.

Charlie Nelson: Just thinking of the sequencing, you know, the JV docs are, you know, well underway. Multiple turns already with the lawyers, and the lease as well, as well as the PPA. All of these are progressing concurrently. They're all interdependent, right? Like, you know, could we execute the JV docs and not the lease? Yes. Can we execute the PPA and not the JV docs? Yes. Do you need all of them to proceed with the project also? Yes. All of these are progressing. Like, I mean, the, you know, multiple turns on legal docs already with all of them.

Speaker #4: So all of these are progressing concurrently. They're all interdependent, right? So, could we execute the JV docs and not the lease? Yes.

Speaker #4: Can we execute the PPA and not the JV docs? Yes. Do you need all of them to proceed with the project? Also, yes. So all of these are progressing.

Speaker #4: And I mean, there have been multiple turns on legal docs already with all of them. So, I would think of it as, we may execute one before the other.

Andy Kazaza: I would think of it as, we may execute one before the others. You know, with that, like the PPA for example, you know, we will likely execute that before the others. All of these, most likely, and this is how it goes with most of these types of industrial developments, you know, concurrent execution, especially when they're all kind of lining up around the same time, just makes sense and you just kind of have a signing day, if you will. A very fun day, by the way, for any industrial development. Yeah, I mean, all of these are, you know, progressing, you know, fast and logically.

Charlie Nelson: I would think of it as, we may execute one before the others. You know, with that, like the PPA for example, you know, we will likely execute that before the others. All of these, most likely, and this is how it goes with most of these types of industrial developments, you know, concurrent execution, especially when they're all kind of lining up around the same time, just makes sense and you just kind of have a signing day, if you will. A very fun day, by the way, for any industrial development. Yeah, I mean, all of these are, you know, progressing, you know, fast and logically.

Speaker #4: One before the others. But with that, the PPA, for example, we will likely execute that before the others. But all of these, most likely—and this is how it goes with most of these types of industrial developments.

Speaker #4: Concurrent execution, especially when they're all kind of lining up around the same time, just makes sense. And you just kind of have a signing day.

Speaker #4: If you will, a very fun day, by the way. For any industrial development. But yeah, I mean, all of these are progressing fast and logically.

Speaker #4: So yeah.

Speaker #6: Got it. And then, hey, I wanted to ask too—clearly, in the media, there are some counties, cities, municipalities putting bans on data center development.

Mike Grondahl: Got it.

E. Will Gray II: Yep.

Charlie Nelson: Yep.

Mike Grondahl: Hey, I wanted to ask too, you know, clearly in the media there are some counties, cities, municipalities putting bans on data center development, not in my backyard concerns out there. Any of those issues you are seeing in Ector County, Odessa area, and how do you feel about your relationships there?

Speaker #6: Not in my backyard—concerns out there. Any of those issues you're seeing in Ector County, Odessa area? And how do you feel about your relationships there?

E. Will Gray II: Mike, this is Will. That's a great question because obviously we have seen that. You know, you've seen, I think it's Hill County or one of the counties there. I mean, first off, I think it's, you know, that's illegal in the state of Texas, the moratorium. I think, you know, that's gonna be challenged. Listen, I can't speak about what other counties are doing. I can speak about what Ector County is doing, and they are 100% on board with the development of TCDC. Speaking with, you know, Dustin Fawcett, speaking with city council members, speaking with, you know, the city mayor, with the Odessa Development Corporation, I mean, we interact weekly, daily with these individuals.

Will Gray: Mike, this is Will. That's a great question because obviously we have seen that. You know, you've seen, I think it's Hill County or one of the counties there. I mean, first off, I think it's, you know, that's illegal in the state of Texas, the moratorium. I think, you know, that's gonna be challenged. Listen, I can't speak about what other counties are doing. I can speak about what Ector County is doing, and they are 100% on board with the development of TCDC. Speaking with, you know, Dustin Fawcett, speaking with city council members, speaking with, you know, the city mayor, with the Odessa Development Corporation, I mean, we interact weekly, daily with these individuals.

Speaker #5: Mike, this is Will. That's a great question, because obviously, we have seen that. You've seen it. I think it's Hill County, or one of the counties there.

Speaker #5: I mean, first off, I think it's a legal, in the state of Texas, moratorium. So I think that's going to be challenged. But listen, I can't speak about what other counties are doing.

Speaker #5: I can speak about what Ector County is doing, and they are 100% on board with the development of TCDC. And speaking with Judge Fawcett, speaking with city council members, speaking with the city mayor, with the Odessa Development Corporation—I mean, we interact weekly, daily, with these individuals.

E. Will Gray II: You know, they were even in a major metropolitan area this past week, both county and city officials meeting with a major hyperscaler to promote Ector County. Because I think what they're really focusing on is, listen, we have ample water here through the, you know, technology of the desalinization of the oil field water. There's ample water here. That's not really a problem. Not that our data center designs use a lot of water to begin with, then most of everything out here is gonna be behind the meter. We're not seeing the, you know, me-too things that you see in other metropolitan areas. Right now, you know, we feel very blessed that, you know, our backyard is very power friendly. We are the Permian Basin.

Will Gray: You know, they were even in a major metropolitan area this past week, both county and city officials meeting with a major hyperscaler to promote Ector County. Because I think what they're really focusing on is, listen, we have ample water here through the, you know, technology of the desalinization of the oil field water. There's ample water here. That's not really a problem. Not that our data center designs use a lot of water to begin with, then most of everything out here is gonna be behind the meter. We're not seeing the, you know, me-too things that you see in other metropolitan areas. Right now, you know, we feel very blessed that, you know, our backyard is very power friendly. We are the Permian Basin.

Speaker #5: They were even in a major metropolitan area this past week, both county and city officials meeting with a major hyperscaler to promote Ector County.

Speaker #5: So, because I think what they're really focusing on is, listen, we have ample water here through the technology of the desalination of the oil-filled water.

Speaker #5: So there's ample water here, so that's not really a problem. Not that our data center designs use a lot of water to begin with.

Speaker #5: And then most of everything out here is going to be behind the meter. So we're not seeing the 'me too' things that you see in other metropolitan areas.

Speaker #5: So right now, we feel very blessed that our backyard is very power-friendly. We are the Permian Basin. We power the world—so not just our country, the world.

E. Will Gray II: We power the world. Not just our country, the world. That's what we're doing here. I don't think we're getting much pushback on creating a data center.

Will Gray: We power the world. Not just our country, the world. That's what we're doing here. I don't think we're getting much pushback on creating a data center.

Speaker #5: So that's what we're doing here. So I don't think we're getting much pushback on creating a data center.

Mike Grondahl: Got it. Got it. One more question, guys. Last week, Friday actually, the your former partner, Sharon AI, hosted an earnings call, and they kind of called out a signed LOI as it related to TCDC with a hyperscaler back in 2025. Almost, I would say, implying that this hyperscaler walked away, but they never used the term lease. Can you help us connect the dots here on what this LOI was Sharon was commenting that it sounds like you guys entered into last year? Is it the same one, you know, New Era and Stream are sort of working with, or is it something else? Any help there would be appreciated.

Speaker #6: Got it, got it. And then one more question, guys. Last week, Friday, actually, your former partner Sharon AI hosted an earnings call. And they kind of called out a signed LOI as it related to TCDC with a hyperscaler.

Speaker #6: Back in 2025—almost, I would say, implying that this hyperscaler walked away. But they never used the term 'lease.' Can you help us connect the dots here on what this LOI was? Sharon was commenting that it sounds like you guys entered into it last year?

Speaker #6: Is it the same one? New Era and Stream are sort of working with, or is it something else? Any help there would be appreciated.

Speaker #5: Yeah, Mike, this is Ted. Am I coming through okay?

Ted Warner: Yeah, Mike, this is Ted. Am I coming through okay?

Mike Grondahl: Yes.

Speaker #6: Yes.

Mike Grondahl: Yes.

Speaker #5: So glad you asked that, because it is something we wanted to clear up today, because I've had a lot of calls on this today, obviously.

Ted Warner: Glad you asked that because it is something we wanted to clear up today because I've had a lot of calls on this today, obviously. You know, I can't speak for Sharon directly on why they chose to word the paragraph the way they did, but I can say that I don't blame investors for being confused. I can also say that you are very astute for pointing out the fact that the word lease was not included in that paragraph, though I do think it seemed to be The goal of that seemed to imply, they seemed to want to imply that somebody walked away from an LOI with a lease.

Speaker #5: And I can't speak for Sharon directly on why they chose to word the paragraph the way they did. But I can say that I don't blame investors for being confused.

Speaker #5: And I can also say that you are very astute for pointing out the fact that the word 'lease' was not included in that paragraph, though I do think it seemed to be the goal of that—they seemed to want to imply that somebody walked away from an LOI with a lease.

Speaker #5: And so, I guess I can just—I mean, I've had to read this thing a hundred times today, so I know what it is. At first, they said we signed a non-binding LOI with a hyperscaler.

Ted Warner: I guess I can I mean, I've had to read this thing 100 times today, so I know what it is. At first they said, We signed a non-binding LOI with a hyperscaler. That, just that statement right there is the core of the confusion. I'll say at the least, it's disingenuous for a number of reasons. We put out a press release on 1 July 2025 and related to an LOI and we didn't say it was with a hyperscaler. Particularly at that time, this group was not considered a hyperscaler, and I don't think they would be today. Improved, sure, we didn't call them that then, and we're not calling them that now. It was a non-binding LOI. That's right.

Speaker #5: Now, that—just that statement right there—is the core of the confusion. And I'll say, at the least, it's disingenuous. For a number of reasons.

Speaker #5: Now, we put out a press release on July 20 or July 1 of 2025, related to an LOI. And we didn't say it was with a hyperscaler.

Speaker #5: Particularly at that time, this group was not considered a hyperscaler. And I don't think they would be today. Improved, sure. But we didn't call them that then.

Speaker #5: And we're not calling them that now. And it was a non-binding LOI. That's right. However, I bet everyone on this call, just like a lot of the investors that called me today, assumed that when they heard that statement, that this LOI was for a lease, because in this industry, when you say, 'I have an LOI with a hyperscaler,' you're typically referring to a lease.

Ted Warner: I bet everyone on this call, you know, just like a lot of the investors that called me today, assumed that when they heard that statement that this LOI was for a lease. In this industry, when you say, I have an LOI with a hyperscaler, you're typically referring to a lease. That LOI was not related to a lease, and it wasn't with a hyperscaler. It was related to a sale and us hopefully providing some behind-the-meter power, and that's exactly what was written in the press release. I don't know why that got reclassified the way it did, and I think, again, leaving out exactly what that LOI was for was confusing to people. But look, that's what that was. That's what they're referring to.

Speaker #5: But that LOI was not related to a lease. And it wasn't with a hyperscaler. It was related to a sale and us hopefully providing some behind-the-meter power.

Speaker #5: And that's exactly what was written in the press release. So I don't know why that got reclassified the way it did. And I think, again, leaving out exactly what that LOI was for was confusing to people.

Speaker #5: But look, that's what that was. That's what they're referring to. And then it's even more confusing, particularly when the next sentence is, 'We did a bunch of engineering and design work.' I could just—sort of—it ties it together.

Ted Warner: You know, it's even more confusing, particularly when the next sentence is, "We did a bunch of engineering and design work." It ties it together and it makes it seem as though they're referring to a lease, but that did not happen. The sentence after that was, I believe, let me just find it here. They said, "We then went into exclusivity with the hyperscaler." I think the definitive article there, the hyperscaler. Now they're referring to the same party that they were mistakenly referring to at the beginning. That is just factually incorrect. We never announced an exclusivity agreement with a hyperscaler, though they're not incorrect about that. We did sign an exclusivity arrangement with a hyperscaler.

Speaker #5: And it makes it seem as though they're referring to a lease. But that didn't—no, that did not happen. And then the sentence after that was, I believe, let me just find it here.

Speaker #5: Then they said, 'We then went into exclusivity with the hyperscaler.' I think the definite article there, 'the hyperscaler.' So now they're referring to the same party that they were mistakenly referring to at the beginning.

Speaker #5: And that is just factually incorrect. And we never announced an exclusivity agreement with a hyperscaler. Though, they're not incorrect about that—we did sign an exclusivity arrangement with a hyperscaler.

Ted Warner: It was not the party that we were planning to sell to with that LOI. After we signed that LOI and then the stock all of a sudden improved dramatically in the near term, we were ecstatic because that meant we didn't have to sell this piece of land. I mean, it was a great offer on that LOI. I saw the price. I knew the party. It was a great offer. We all know the real value comes from owning the data center and owning the dirt and owning the NOI attached to contracts with IG tenants. We wanted to move in that direction. We were also getting offers to buy this from actual hyperscalers. One of those we did.

Speaker #5: It was not the party that we were planning to sell to with that LOI. This was after we signed that LOI, and then the stock all of a sudden improved dramatically in the near term.

Speaker #5: We were ecstatic because that meant we didn't have to sell this piece of land. I mean, it was a great offer on that LOI.

Speaker #5: I saw the price. I knew the party. It was a great offer. But we all know the real value comes from owning the data center, and owning the dirt, and owning the NOI attached to contracts with IG tenants.

Speaker #5: So we wanted to move in that direction. We were also getting offers to buy this from actual hyperscalers. And one of those, we did.

Speaker #5: We signed an exclusivity agreement because we kept turning them down on selling. And we wanted to work with them on, how can we partner with you to own something here.

Ted Warner: We signed an exclusivity agreement because we kept turning them down on selling, and we wanted to work with them on how can we partner with you to own something here? Essentially it was, you've got to work with a really reputable developer. We went and tried to find one, and that exact same party, as we've said before, sort of led us to a different party. Now here we are with that party, Stream. They've been incredible to work with, just every day checking boxes. It's been awesome to watch them work. This same party, that hyperscaler is still the person that we hope will be our tenant, that our designs are specifically for. You know, that paragraph that everyone read and heard from that, from that call on Friday, again, you hit the nail on the head.

Speaker #5: And essentially, it was, you've got to work with a really reputable developer. We went and tried to find one. And that exact same party, as we've said before, sort of led us to a different party.

Speaker #5: And now here we are with that party, Stream. They've been incredible to work with. Just every day, checking boxes. It's been awesome to watch them work.

Speaker #5: And the same party—that hyperscaler—is still the person that we hope will be our tenant, that our designs are specifically for. So that paragraph that everyone read and heard from that call on Friday, again, you were hitting the nail on the head.

Speaker #5: It seemed to be very negative implications that a single hyperscaler had signed an LOI on a lease and then walked. And that was why they walked away.

Ted Warner: It seemed to be very negative implications that a single hyperscaler had signed an LOI on a lease and then walked, and that was why they walked away. None of that has happened. I don't know why they walked. I mean, we have a different business model than them. We want to own dirt and infrastructure and NOI and with IG tenants that they're doing cloud computing. I don't know why they left, but again, I understand why they could wanna, you know, make the street think that leaving this deal was a good idea. You know, obviously we're very happy that we have all of it now. I don't know. I hope that clears it up for you, Mike.

Speaker #5: None of that has happened. So, I don't know why they walked. I mean, we have a different business model than them. We want to own dirt and infrastructure and NOI.

Speaker #5: And with IG tenants, they're doing cloud computing. So, I don't know why they left. But again, I understand why they could want to make the Street think that leaving this deal was a good idea.

Speaker #5: But obviously, we're very happy that we have all of it now. And I don't know—I hope that clears it up for you, Mike.

Speaker #6: I think—I don't know about you, Charlie—but I certainly would pay $70 million for something I think is worth about $3 to $5 billion.

E. Will Gray II: I think, you know, I don't know about you, Charlie, but I certainly would pay $70 million for something I think that's worth about $3 to 5 billion, so.

Will Gray: I think, you know, I don't know about you, Charlie, but I certainly would pay $70 million for something I think that's worth about $3 to 5 billion, so.

Speaker #6: So yeah.

Ted Warner: Yeah, I mean, I don't know what it's worth anywhere right now.

Speaker #4: I mean, I don't know what it'll be worth. Yeah. But it is obvious that if we can own a material portion of this whole project, it's going to be worth a lot more than what that initial LOI was in July, which we're very happy we were never forced to go through with that deal.

E. Will Gray II: Yeah.

Will Gray: Yeah.

Ted Warner: Yeah, but it is obviously if we can own a material portion of this whole project, it's gonna be worth a lot more than what that initial LOI was in July, which we're very happy we were never forced to go through with that deal. Again, that is different from the exclusivity arrangement, and neither of them were related to a lease, and no one has walked away from anything. Hope that's helpful, Mike.

Speaker #4: And again, that is different from the exclusivity arrangement. And neither of them were related to a lease. And no one has walked away from anything.

Speaker #4: So I hope that's helpful, Mike.

Speaker #1: All right. Hey, that is it, guys. And best of luck over the summer. Thank you.

Mike Grondahl: All right. Hey, that is, guys, and best of luck over the summer. Thank you.

Operator: Thank you. Our next question comes from the line of Derrick Whitfield of Texas Capital. Your line is open, Derrick.

Speaker #7: Thank you. Our next question comes from the line up—Derek Whitfield of Texas Capital. Your line is open, Derek.

Speaker #8: Thank you, good afternoon, all. And thanks for your time. Maybe a bigger—maybe a bigger picture question for you guys. Regarding your project schedule on slide 15 of the PowerPoint, I think you previously discussed initiating Phase One construction by the end of Q2 and first power by year-end 2027.

Derrick Whitfield: Thank you, good afternoon, all, and thanks for your time. Maybe a bigger picture question for you guys. Regarding your project schedule on slide 15 of the PowerPoint, I think you'd previously discussed initiating phase I construction by the end of Q2 and first power by year-end 2027. Where does that likely stand now, and how much cushion do you have in your schedule to meet your year-end 2027 objective?

Speaker #8: Where does that likely stand now? And how much cushion do you have in your schedule to meet your year-end 2027 objective?

Speaker #9: Well, I would say, just talking about the schedule—I mean, look, our schedule is largely driven by power availability. And the power that we have available in phases one and two is in the second half of '27.

Andy Kazaza: Well, I would say, you know, just talking about the schedule. I mean, look, our schedule is largely driven by power availability. The power that we have available in phases 1 and 2 is in H2 2027. Everything that we're doing is kind of back-solving from those dates. For what it's worth, you know, everything is relatively, it's on track right now. You know, the inclusion of Stream as an execution partner into the deal significantly enables us to accelerate those schedules.

Charlie Nelson: Well, I would say, you know, just talking about the schedule. I mean, look, our schedule is largely driven by power availability. The power that we have available in phases 1 and 2 is in H2 2027. Everything that we're doing is kind of back-solving from those dates. For what it's worth, you know, everything is relatively, it's on track right now. You know, the inclusion of Stream as an execution partner into the deal significantly enables us to accelerate those schedules.

Speaker #9: So everything that we're doing is kind of back-solving from those dates. And so, for what it's worth, everything is relatively—I mean, it's on track right now.

Speaker #9: And the inclusion of Stream into it as an execution partner into the deal significantly enables us to accelerate those schedules. I mean, everything from having pre-approved designs with this particular hyperscaler and which is why they were we were guided into the relationship with them, frankly, to the fact that they house long lead time equipment that goes towards these projects.

Andy Kazaza: I mean, you know, everything from, you know, having, you know, pre-approved designs with this particular hyperscaler, and, which is, you know, why we were guided into the relationship with them, frankly, to the fact that, you know, they house long lead item equipment that goes towards these projects, and it's a rinse and repeat design. You know, all of this. Look, it boils down to GC availability, you know, just construction crew availability, all of those things. You know, that's everything that when you talk about working through the permits, we're talking about, like, everything concurrently is being worked through on those as well.

Charlie Nelson: I mean, you know, everything from, you know, having, you know, pre-approved designs with this particular hyperscaler, and, which is, you know, why we were guided into the relationship with them, frankly, to the fact that, you know, they house long lead item equipment that goes towards these projects, and it's a rinse and repeat design. You know, all of this. Look, it boils down to GC availability, you know, just construction crew availability, all of those things. You know, that's everything that when you talk about working through the permits, we're talking about, like, everything concurrently is being worked through on those as well.

Speaker #9: And it's a rinse-and-repeat design. All of this—and look—it boils down to GC availability, just construction crew availability, all of those things.

Speaker #9: That's everything—that when you talk about working through the permits, we're talking about everything concurrently is being worked through on those as well. So, we still feel good about the second half of '27 in-service date for the first phases of this.

Andy Kazaza: We still feel good about, you know, the, you know, H2 2027, you know, in-service date for the first phases of this.

Charlie Nelson: We still feel good about, you know, the, you know, H2 2027, you know, in-service date for the first phases of this.

Speaker #8: Great. And maybe just with regard to your commercial discussions, how are you guys thinking about the potential to earn fit-out payments based on the progression of your discussions?

Derrick Whitfield: Great. Maybe just with regard to your commercial discussions, how are you guys thinking about the potential to earn fit-out payments based on the progression of your discussions?

Speaker #9: Sorry. Can you read that—say that one part again, to earn what payments?

Andy Kazaza: Sorry, can you read that, say that one part again? To earn what payments?

Charlie Nelson: Sorry, can you read that, say that one part again? To earn what payments?

Derrick Whitfield: fit-out payments, technical fit-out payments based on the progression of your discussions.

Speaker #8: Fit-out payments, technical fit-out payments, based on the progression of your discussions.

Derrick Whitfield: fit-out payments, technical fit-out payments based on the progression of your discussions.

Speaker #9: Oh, I mean, I don't think that we factored in technical sit-out payments, but Ted, do you want to chime in on that?

Andy Kazaza: Oh, I mean, the I don't think that we factored in technical fit-out payments, but Ted, do you wanna chime in on that?

Charlie Nelson: Oh, I mean, the I don't think that we factored in technical fit-out payments, but Ted, do you wanna chime in on that?

Speaker #10: Yeah, I mean, I can't comment publicly on where we are on that front. On that level, negotiation is definitely more of Stream's work at this point.

Ted Warner: Yeah. I mean, I can't comment publicly on where we are on that front. On that level of negotiation is definitely more of Stream's work at this point. You know, as we transitioned over to them, we had to re-restart on a lot of things, now we're back to being way ahead of where we were with an excellent development party who has an excellent relationship with our prospective lease counterparty. They're far more knee-deep in that than we are at the moment. I mean, it's a good question. I'm hopeful we can have an update, you know, how things are progressing on that front in the near term.

Speaker #10: As we transitioned over to them, we had to restart on a lot of things. But now we're back to being way ahead of where we were with an excellent counterparty, or excellent development party, who has an excellent relationship with our prospective lease counterparty.

Speaker #10: So they're far more knee-deep in that than we are at the moment. But I mean, it's a good question. I'm hopeful we can have an update on how things are progressing on that front in the near term.

Ted Warner: You know, like Charlie said, I think all things are gonna be progressing together and, you know, I'd love to be able to tell people, like, that, you know, when the lease is close and how far we are on the JV docs and all that stuff. You know, look, we try to short-circuit the traditional timeline by working with a known developer who has an existing relationship with plenty of hyperscalers. You know, so they have designs, and they have commercial agreements with them, and that is the most important thing. We're really letting them spearhead that front. I don't know those details.

Speaker #10: But like Charlie said, I think all things are going to be progressing together. And I'd love to be able to tell people when the lease is close and how far we are on the JV docs and all that stuff.

Speaker #10: But look, we try to short-circuit the traditional timeline by working with a known developer who has an existing relationship with plenty of hyperscalers—not so they have designs and they have commercial agreements with them.

Speaker #10: And that is the most important thing. So we're really letting them spearhead that front. So I don't know those details.

Derrick Whitfield: Perfect. Maybe just one more. Kind of thinking about really the progress that you guys have accomplished over the last 6 to 9 months, and I understand that really for now the focus is really on executing on phase I and phase II. As you guys have had such great progress, how have tenant discussions gone even beyond kind of this first tenant that we're speaking to now? Have you guys seen a considerable inbound increase in interest just based on everything's been announced so recently?

Speaker #8: Perfect. And maybe just one more. Kind of thinking about, really, the progress that you guys have accomplished over the last six to nine months, and I understand that really for now, the focus is really on executing on Phase One and Phase Two.

Speaker #8: But as you guys have had such great progress, how have tenant discussions gone, even beyond kind of this first tenant that we're speaking to now?

Speaker #8: Have you guys seen a considerable inbound increase in interest just based on everything that's been announced here recently?

Speaker #10: It's been interesting. There is a will that, regarding the inbound, is really behind the meter. And what we've discussed—and I think that's where Charlie and I were a bit ahead of our time.

E. Will Gray II: It's been interesting, Derrick, as well, that regarding the inbound is really behind-the-meter in what we've discussed. I think, you know, that's where Charlie and I were a bit ahead of our time and, you know, trying to better understand, you know, how do you create an islanded data center? We've had some great discussions thus far around that. I mean, obviously, we wanna get this notch on our belt first and foremost, and then, you know, then go out and execute on sites two, three, four, et cetera, et cetera. There has been an extreme amount of interest. Charlie, you may wanna expound on that as well.

Will Gray: It's been interesting, Derrick, as well, that regarding the inbound is really behind-the-meter in what we've discussed. I think, you know, that's where Charlie and I were a bit ahead of our time and, you know, trying to better understand, you know, how do you create an islanded data center? We've had some great discussions thus far around that. I mean, obviously, we wanna get this notch on our belt first and foremost, and then, you know, then go out and execute on sites two, three, four, et cetera, et cetera. There has been an extreme amount of interest. Charlie, you may wanna expound on that as well.

Speaker #10: I'm trying to better understand: how do you create an islanded data center? We've had some great discussions thus far around that. Obviously, we want to get this notch in our belt first and foremost.

Speaker #10: And then go out and execute on sites two, three, four, etc., etc. But there has been an extreme amount of interest. And Charlie, you may want to expound on that as well.

Speaker #5: Yeah. And from the tenant side, as this has moved, clearly, we have gotten outreach from other prospective tenants as well. But again, we are really, really happy with our development partner.

Charles Nelson: Yeah. From the tenant side, you know, as this has moved, clearly, we have gotten outreach from other prospective tenants as well. Again, we are really happy with our development partner. We are really happy with our current prospective end tenant, and we want to work with them and, you know, we're in exclusivity with them to get this thing done, all finished as fast as possible. We are just head down working with these parties. Yeah, there's definitely been interest in inbounds that we can't entertain.

Charlie Nelson: Yeah. From the tenant side, you know, as this has moved, clearly, we have gotten outreach from other prospective tenants as well. Again, we are really happy with our development partner. We are really happy with our current prospective end tenant, and we want to work with them and, you know, we're in exclusivity with them to get this thing done, all finished as fast as possible. We are just head down working with these parties. Yeah, there's definitely been interest in inbounds that we can't entertain.

Speaker #5: We are really, really happy with our current prospective tenant, and we want to work with them. We’re in exclusivity with them to get this thing done, all finished as fast as possible.

Speaker #5: So, we are just head down, working with these parties. But yeah, there's definitely been interest in inbounds that we can't entertain. And at this point, we're really happy about that because we're excited by the progress we're making.

E. Will Gray II: You know, at this point, we're really happy about that because we're excited by the progress we're making.

Charlie Nelson: You know, at this point, we're really happy about that because we're excited by the progress we're making.

Derrick Whitfield: Great update. Thanks. I'll hop back in queue.

Speaker #8: Great update, thanks. I'll hop back from Q.

Speaker #10: Yep. All right. Thanks a lot, Derek.

E. Will Gray II: Yep. All right. Thanks a lot, Derrick.

Will Gray: Yep. All right. Thanks a lot, Derrick.

Operator: Thank you. I would now like to turn the conference back to management for closing remarks.

Speaker #11: Thank you. I would now like to turn the conference back to management for closing remarks.

Speaker #12: Yeah. Appreciate that. So again, listen, as we finish up today, just want to leave everyone with a few final thoughts. We recognize the recent trading activity and share price volatility.

E. Will Gray II: Yeah, appreciate that. Again, you know, listen, as we finish up today, just wanna leave everyone with a few final thoughts. You know, we recognize, you know, the recent trading activity and share price volatility has been challenging. We understand that. We do not take, you know, shareholder support, you know, lightly. You guys have been faithful, supportive, 99% of you. There's maybe a few that have said some things, we still like you guys. Again, from our perspective, however, listen, our focus is gonna still on execution. You know, over the past several months, we've taken, I mean, extremely important steps to strengthen the foundation of the business.

Will Gray: Yeah, appreciate that. Again, you know, listen, as we finish up today, just wanna leave everyone with a few final thoughts. You know, we recognize, you know, the recent trading activity and share price volatility has been challenging. We understand that. We do not take, you know, shareholder support, you know, lightly. You guys have been faithful, supportive, 99% of you. There's maybe a few that have said some things, we still like you guys. Again, from our perspective, however, listen, our focus is gonna still on execution. You know, over the past several months, we've taken, I mean, extremely important steps to strengthen the foundation of the business.

Speaker #12: It has been challenging. We understand that. And we do not take shareholder support lightly. You guys have been faithful, supportive—99% of you. There's maybe a few that have said some things.

Speaker #12: But we still like you guys. But again, from our perspective, however, listen—our focus is still on execution. Over the past several months, we've taken, I mean, extremely important steps to strengthen the foundation of the business: simplifying the structure around TCDC, improving our liquidity position, aligning with strong institutional counterparties, and obviously advancing the key commercial development and financing work streams.

E. Will Gray II: You know, simplifying the structure around TCDC, you know, improving our liquidity position, aligning with strong institutional counterparties, and obviously advancing the key commercial development and financing, you know, work streams. We've done all this in parallel, and we've done all of this on a tight shoestring budget. It's been pretty impressive to date. You know, the conviction, our conviction and opportunity remains unchanged. You know, we're barreling down the path to believe that TCDC is completely differentiated opportunity given its unique location within the Permian, obviously, the power advantages of development pathway, and I think more specifically, the long-term, you know, long-term scalability. Again, you know, listen, significant work ahead. You know, one priority is to execute methodically against the milestones that we've mentioned today and to move the project forward.

Will Gray: You know, simplifying the structure around TCDC, you know, improving our liquidity position, aligning with strong institutional counterparties, and obviously advancing the key commercial development and financing, you know, work streams. We've done all this in parallel, and we've done all of this on a tight shoestring budget. It's been pretty impressive to date. You know, the conviction, our conviction and opportunity remains unchanged. You know, we're barreling down the path to believe that TCDC is completely differentiated opportunity given its unique location within the Permian, obviously, the power advantages of development pathway, and I think more specifically, the long-term, you know, long-term scalability. Again, you know, listen, significant work ahead. You know, one priority is to execute methodically against the milestones that we've mentioned today and to move the project forward.

Speaker #12: And we've done all this in parallel. And we've done all of this on a tight, shoestring budget. So it has been pretty—it's been pretty impressive to date.

Speaker #12: But the conviction, our conviction, and opportunity remains unchanged. We're barreling down the path to believe that TCDC is completely differentiated. Opportunity, given its unique location within the Permian, obviously, the power advantages, development pathway.

Speaker #12: And I think, more specifically, to the long-term scalability. So again, listen, significant work ahead. Your one priority is to execute methodically against the milestones that we've mentioned today and to move the project forward.

Speaker #12: And again, just from the bottom of our heart, we just appreciate the continued support. As a shareholder, I sit here with you, and I wish I could announce who the prospective tenant is—and I can't wait to announce it one day.

E. Will Gray II: Again, just from the bottom of our heart, we just appreciate the continued support. You know, as a shareholder, I sit here with you, and I wish I could announce who the prospective tenant is, and I can't wait to announce it one day. We've been working very, very hard to get there, and we continue to do so. Just again, we continue everyone's patience and understanding, and we will continue to communicate as much as we possibly can. Just thank you again for joining us today. I know summer's about to kick off, so we wish everyone a great summer, and thank you very much.

Will Gray: Again, just from the bottom of our heart, we just appreciate the continued support. You know, as a shareholder, I sit here with you, and I wish I could announce who the prospective tenant is, and I can't wait to announce it one day. We've been working very, very hard to get there, and we continue to do so. Just again, we continue everyone's patience and understanding, and we will continue to communicate as much as we possibly can. Just thank you again for joining us today. I know summer's about to kick off, so we wish everyone a great summer, and thank you very much.

Speaker #12: And we've been working very, very hard to get there, and we continue to do so. And just again, we appreciate everyone's patience and understanding.

Speaker #12: And we will continue to communicate as much as we possibly can, and just thank you again for joining us today. And I know summer is about to kick off.

Speaker #12: So, we wish everyone a great summer. And thank you very much.

Operator: Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.