NU E Power Corp. Acquires 500 MW of Power Assets from ACT Mid Market Ltd to Accelerate AI and BTC Infrastructure Expansion

Executive Summary

• NU E Power Corp. entered into an Asset Purchase Agreement to acquire selected assets of ACT Mid Market Ltd., adding approximately 500 MW of hybrid solar‑gas‑grid projects and expanding its total targeted energy asset base to >1 GW (halfway to its 2 GW goal).
• Consideration includes issuance of 11 M NU E common shares at a deemed $0.15 price plus 10 M share purchase warrants ($0.25 exercise price) and a cash payment of $300k contingent on closing a $1.5 M financing by Feb‑28‑2026.
• Post‑closing management changes: Broderick Gunning will become President & CEO; Frederick Stearman appointed CTO; ACT gains a board seat.

Key Details

• Assets Acquired (≈500 MW total):
• 100 MW Mongolia Hybrid Power & Data Infrastructure Project (Tsegtskharaa LLC).
• 200 MW Grid & Gas Hybrid Power Project, Saskatchewan, Canada (XBASE Farm Partnership).
• 100 MW Solar & Graphene Battery Program with International Islamic University of Malaysia.
• 100 MW Hybrid Solar‑Gas‑Grid Power & Data Centre Project, Lagos, Nigeria.

• 100 MW Solar Development Program, Brazil (25 MW permitted + 75 MW expansion).

• Consideration:

• Issue of 11,000,000 NU E common shares at a deemed price of $0.15 per share; escrow with 10% released at closing and subsequent 15% releases semi‑annually.
• Issue of 10,000,000 warrants exercisable for one share at $0.25, term 5 years; escrow with 1/3 released after four months and the remaining portions annually.

• Cash payment of $300,000 to ACT upon NU E securing a minimum $1.5 M financing by 28‑Feb‑2026; if not secured, additional shares equal to $300k will be issued at VWAP over the prior 20 trading days.

• Board & Management Changes:

• ACT entitled to nominate one director to NU E’s board.
• Broderick Gunning appointed President & CEO of NU E; joins the Board.
• Frederick Stearman appointed Chief Technology Officer.

• Devon Sandford remains on the board and serves as advisor for solar construction projects.

• Strategic Rationale:

• Increases NU E’s total targeted power assets to >1 GW, positioning the company halfway toward its 2 GW target.
• Provides diversified geographic footprint (Canada, Mongolia, Malaysia, Nigeria, Brazil) and capability to serve AI compute, data centre, and Bitcoin mining workloads.

• Adds self‑mined BTC operations and colocation customer base, enabling NU E to build a BTC reserve as a hedge/long‑term asset.

• Closing Conditions:

• Subject to CSE acceptance, satisfactory due diligence, customary representations, warranties, covenants, and indemnities.

Notable Quotes

“This acquisition marks a pivotal milestone for NU E, enabling us to transition from a renewable‑first strategy to a multi‑modal energy platform capable of hosting next‑generation workloads worldwide.” – Broderick Gunning, President & CEO (upon closing).