GridAI Technologies To Acquire Natural Gas And Energy Infrastructure Platform Pronghorn Resources for 1.25M GRDX Shares And Up To 129,504 Series I Convertible Prefs

Under the share exchange agreement, the members of Pronghorn will exchange all outstanding membership units of Pronghorn for 1,247,887 shares of GridAI common stock and up to 129,504 shares of newly designated Series I Convertible Preferred Stock, including 13,200 shares to be held in escrow to secure indemnification obligations and 6,600 shares issuable upon achievement of a well workover milestone, subject to adjustment. Conversion is subject to GridAI stockholder approval, Nasdaq approval of the listing of the conversion shares, and a beneficial ownership limitation. As consideration for the assignment of the exclusive FANCO Wyoming rights, GridAI will issue to Sigma9 Capital Ltd. 794,109 shares of common stock and 82,411 shares of Series I Convertible Preferred Stock, subject to adjustment. The shares issued in the transactions will be subject to 30-month lock-up agreements. Series I holders will receive registration rights, with the Pronghorn members receiving the right to designate one director to GridAI’s Board of Directors at closing. The transaction is anticipated to close on or before November 22, 2026.

Unlike greenfield infrastructure developments that must independently assemble land, fuel supply, transportation infrastructure, water resources, and other essential components, Pronghorn brings an established operating energy business and substantial existing infrastructure.

Current Natural Gas Production: Approaching 100 million cubic feet per day (100 MMcf/day) of current gross natural gas production, enough gas to fuel up to approximately 600 MW of gas-fired power generation, The 600 MW equivalency is an indicative fuel-to-power calculation, not currently installed generating capacity, and is subject to generator efficiency, operating conditions, and continuity of deliverable gas volumes.
Existing Well Infrastructure: Approximately 3,200 producing natural gas wells supported by established field operations.
Production Expansion: An ongoing well workover and rehabilitation program, together with planned new drilling activity, intended to increase production and support expanding power requirements.
Natural Gas Reserves: Approximately 2 Tcf of 3P estimated natural gas reserves.
Mineral and Leasehold Interests: Approximately 1,000,000 acres across Wyoming’s Powder River Basin.
Owned Pipeline Infrastructure: More than 450 miles of natural gas gathering and pipeline infrastructure, compression facilities, and connectivity to major regional transportation systems, including Kinder Morgan and Western Midstream.
Owned Water Resources: Nearly 14 million gallons (approximately 330,000 barrels) of daily water production, representing a substantial existing resource with potential industrial and data center cooling applications.
Historical Infrastructure Investment: Approximately $1.7 billion in historical capital expenditure associated with the owned energy infrastructure, including pipeline, gathering, compression, and related operating assets.
Land and Connectivity: Significant land development opportunities, existing energy infrastructure, and access to regional high-capacity fiber connectivity.
These assets provide the foundation for GridAI’s fuel-native, integrated energy and AI infrastructure development strategy.

Fuel Certainty and Speed to Power: Targeting 2027

GridAI believes access to reliable, scalable electricity has become one of the principal constraints on the development of large-scale AI computing infrastructure.

The Company’s strategy is designed to address this challenge through dedicated natural gas-fired generation supported by Pronghorn’s existing production, reserves, and transportation infrastructure.

By integrating fuel production and power development, GridAI seeks to provide High Performance Compute, data center offtake partners with greater certainty regarding long-term energy availability, competitive generation economics, and accelerated deployment schedules.

The Company’s existing natural gas production also represents an operating business with independent commercial value, allowing GridAI to pursue additional power generation opportunities while preserving the economics of its upstream operations.

GridAI intends to develop power infrastructure in phases, targeting initial delivery in 2027 and subsequent expansion to support multi-gigawatt hyperscale AI development opportunities.

Grid-connected or grid-supported infrastructure may complement dedicated behind-the-meter generation where appropriate, providing additional operating flexibility and resilience.

Integrated Power Platform: FANCO Bridge Power and Advanced Nuclear

In connection with the Pronghorn acquisition, GridAI entered into an agreement with Sigma9 Capital Ltd. to acquire, by assignment effective upon the closing of the Pronghorn acquisition, exclusive FANCO Wyoming development rights under Sigma9’s joint venture agreement with FANCO, establishing an expanded framework for energy infrastructure projects throughout the state.

Central to the longer-term development strategy is FANCO’s Bridge Power platform, designed to enable accelerated deployment of reliable, dispatchable electricity generation ahead of eventual small modular reactor ("SMR") deployment of 240 MWe units ultimately designed for baseload power of 1.44 MWe in a 6-unit cluster.

The Bridge Power approach is intended to support initial electricity delivery using commercially available generation technologies while establishing the infrastructure and development framework for the subsequent integration of advanced nuclear power.

Rather than requiring a wholesale replacement of existing generation assets, the strategy envisions an additive transition, in which SMR capacity can be introduced alongside operating generation infrastructure as the technology becomes commercially available and receives the necessary regulatory approvals.

This approach is intended to provide customers with near-term power availability, continuity of operations, long-term generation flexibility, and a potential pathway toward a lower-carbon energy mix.

GridAI’s immediate focus remains commercially available natural gas generation and targeted initial power delivery in 2027. Advanced nuclear generation represents a complementary longer-term development opportunity.

Carbon Capture and Geological Sequestration Potential

Beyond its existing natural gas production and infrastructure, GridAI believes the Powder River Basin offers a potentially significant additional advantage: substantial geological capacity for long-term carbon dioxide sequestration.

The basin’s extensive history of natural gas production, including coalbed methane extraction, provides opportunities to evaluate depleted and suitable subsurface formations for potential carbon storage.

U.S. Department of Energy-supported research has estimated that un-mineable coal seams within the Powder River Basin could potentially accommodate approximately 14 billion metric tons of carbon dioxide, identifying the region as a significant geological carbon storage opportunity.

GridAI intends to evaluate the integration of carbon capture and geological sequestration with its planned natural gas-fired power generation infrastructure, leveraging Pronghorn’s extensive subsurface interests and existing energy operations.

The Company believes the potential combination of dedicated natural gas generation, carbon capture and storage, and eventual advanced nuclear deployment could create a differentiated long-term power platform capable of addressing both the reliability requirements and evolving environmental objectives of hyperscale AI customers.

Any future sequestration activities would remain subject to geological evaluation, reservoir characterization, applicable permits, engineering, and commercial feasibility. Basin-wide estimates do not establish storage capacity attributable to Pronghorn’s specific assets.