DEF 14A: New Era Energy & Digital Sets Annual Meeting Agenda

New Era Energy & Digital, Inc. announces its Annual Meeting of Stockholders on December 16, 2025, to vote on director elections, auditor ratification, and meeting adjournment.

Summary

• The Annual Meeting of Stockholders is scheduled for December 16, 2025, at 10:00 a.m. ET, and will be a completely virtual meeting.
• Stockholders will vote on electing five nominees to the Board of Directors, ratifying Weaver and Tidwell, L.L.P. as independent auditors for the year ending December 31, 2025, and approving a proposal to adjourn the meeting if necessary.
• The record date for stockholders entitled to notice and to vote at the Annual Meeting is November 12, 2025.
• As of the record date, there are 53,449,171 shares of Common Stock outstanding and entitled to vote, with a quorum requiring 26,724,587 shares.
• The Board of Directors unanimously recommends a vote FOR all three proposals.

Sentiment

Score: 3

Explanation: The filing outlines routine annual meeting proposals but reveals concerning financial details, including a high-interest related-party loan and a significant increase in audit fees. The CEO's past bankruptcy and the CFO's resignation, with the CEO stepping in as interim, also raise governance and operational concerns.

Positives

• The company is conducting its Annual Meeting, demonstrating adherence to standard corporate governance practices.
• The Board of Directors has established independent Audit, Compensation, and Corporate Governance and Nominating Committees, with a majority of independent directors, meeting Nasdaq listing standards.
• Trent Yang, the Audit Committee Chairman, is qualified as an audit committee financial expert.
• A Code of Ethics has been adopted, applying to all executive officers, directors, and employees, and is available on the company's website.

Negatives

• E. Will Gray II, the Chief Executive Officer, was previously the CEO and founder of Remnant Oil Company, which filed for Chapter 11 bankruptcy in July 2019, later converted to Chapter 7.
• Michael J. Rugen resigned as Chief Financial Officer effective May 31, 2025, and E. Will Gray II was named interim Chief Financial Officer, indicating potential instability in financial leadership.
• Audit fees increased significantly from $53,500 in 2023 (Grant Thornton LLP) to $373,345 in 2024 (Weaver and Tidwell, L.L.P.), representing a nearly 600% increase.
• A related party transaction involves a $4,000,000 loan from Joel Solis (the largest shareholder and previous Chairman) and Aventus Properties LLC to the company, bearing an exceptionally high 18% annual interest rate and secured by real property.

Risks

• The company may need to adjourn the Annual Meeting if a quorum is not present or if there are insufficient votes to approve any of the proposals, indicating potential challenges in securing shareholder support.
• The CEO's past experience with a company filing for bankruptcy (Remnant Oil Company) could be a risk factor for leadership and financial management.
• The high-interest (18%) related-party loan from Joel Solis and Aventus Properties LLC may indicate financial strain or limited access to more favorable financing options from independent parties.
• The Audit Committee was reconstituted in 2025, with current members appointed after the audit of the financial statements for the fiscal year ended December 31, 2025, meaning they did not oversee the 2024 audit, which could impact continuity of oversight.

Future Outlook

The company anticipates holding its 2026 Annual Meeting of Stockholders. Executive compensation packages for the CEO and CFO are expected to reflect their roles as a Nasdaq-listed public company, potentially including increases in base salary, annual bonuses, stock grants, and participation in the company's equity incentive plan. The Board plans to administer risk management directly through the Board as a whole and its standing committees, rather than a dedicated risk management committee.

Management Comments

• "Our Board of Directors has fixed November 12, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the Annual Meeting."
• "Your vote is important. Whether or not you plan to attend the Annual Meeting, please complete, date, sign and return the proxy card mailed to you, or vote via teleconference as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting."
• "Mr. Rugens resignation was not the result of any disagreement between him and the company, the board of Directors, or any committee of the Board of Directors of the Company on any matter."

Industry Context

New Era Energy & Digital, Inc. operates at the intersection of traditional energy and digital infrastructure, with board members and management having experience in renewable energy, sustainable capital, digital infrastructure (including data centers for Bitcoin mining), and traditional oil and gas (Permian Basin, CO2 floods, helium sourcing, carbon credit solutions). This diversified approach aligns with broader industry trends focusing on energy transition, digital transformation, and environmental, social, and governance (ESG) considerations, including carbon footprint reduction and freshwater rights protection.

Comparison to Industry Standards

• The 18% annual interest rate on the $4,000,000 related-party loan from Joel Solis and Aventus Properties LLC is significantly higher than typical corporate borrowing rates from institutional lenders, which for comparable companies with stable operations might range from 5-8%. This suggests the company may face challenges securing more favorable financing or that the loan carries substantial perceived risk, potentially indicating financial distress.
• The nearly 600% increase in audit fees from $53,500 in 2023 to $373,345 in 2024 is an unusually large jump. While a change in auditors or increased complexity due to a business combination (December 2024) could contribute, such a magnitude is substantially higher than typical year-over-year increases for comparable public companies unless there were major restatements, significant accounting issues, or a substantial increase in operational complexity.

Management Changes

Corporate Governance

Legal Proceedings

• E. Will Gray II's former company, Remnant Oil Company, filed for Chapter 11 bankruptcy in July 2019, which was later changed to Chapter 7.

Related Party Transactions

• Lock-up agreements were entered into with certain shareholders, restricting the transfer of their shares received as Merger consideration for six months from the closing of the Business Combination (December 6, 2024).
• A Retention and Consulting/Services Agreement, effective July 1, 2024, was made with Tall City Well Service Co., LP (owned by Joel G. Solis, the largest shareholder and previous Chairman), for workover rigs and consulting services. New Era agreed to pay Tall City a $720,000 retainer fee via a 10% Secured Convertible Debenture due March 1, 2025.
• A Secured Promissory Note was entered into on October 23, 2025, for a $4,000,000 loan from Joel Solis (an individual shareholder) and Aventus Properties LLC to New Era. The loan bears an 18% annual interest rate, compounded annually, matures on December 6, 2025, and is secured by a deed of trust on real property in Odessa and Pecos, Texas. This transaction was reviewed and approved by the Audit Committee and Board of Directors.

Stakeholder Impact

• **Shareholders**: Will vote on critical corporate governance matters, including the election of directors and auditor ratification. The high-interest related-party loan and CEO's past bankruptcy could be areas of concern.
• **Employees**: Executive compensation details are provided, including salary increases and potential future equity incentives.
• **Creditors**: The $4,000,000 secured loan from a related party impacts the company's debt structure and the priority of claims on certain assets, particularly given the high interest rate.
• **Auditors**: Weaver and Tidwell, L.L.P. is proposed for ratification as the independent auditor for the fiscal year ending December 31, 2025.

Next Steps

• Stockholders are to vote on the election of directors, ratification of auditors, and a proposal to adjourn the meeting at the Annual Meeting on December 16, 2025.
• The Board of Directors will continue to administer risk management directly and through its standing committees.
• The Audit Committee will reconsider the appointment of Weaver and Tidwell, L.L.P. if the ratification proposal is not approved by stockholders.
• The company expects to hold its 2026 Annual Meeting of Stockholders.

Key Dates

Recommendation

The filing reveals several red flags that suggest significant underlying financial and governance issues. The 18% interest rate on a $4 million related-party loan, secured by company assets, is exceptionally high and indicates either severe financial distress or an inability to secure capital from independent sources at reasonable terms. This is a strong negative signal for liquidity and financial health. Furthermore, the nearly 600% increase in audit fees year-over-year, coupled with the CEO's past bankruptcy experience and his assumption of the interim CFO role after the previous CFO's resignation, points to potential operational and financial instability. These factors collectively suggest a high-risk investment profile with significant downside potential, warranting a 'sell' recommendation for seasoned investors.

Keywords

New Era Energy & Digital, Proxy Statement, Annual Meeting, Corporate Governance, Board of Directors, Auditor Ratification, Executive Compensation, Related Party Transactions, Energy Transition, Digital Infrastructure, Renewable Energy, Bitcoin Mining, Carbon Credits, Oil and Gas