SABUGO, Portugal, May 31, 2024 (GLOBE NEWSWIRE) -- Fusion Fuel Green plc (NASDAQ: HTOO) announced today that it will be hosting a live conference call and webcast on Wednesday, June 5, 2024, to discuss first quarter financial results and operational highlights for the end-to-end green hydrogen solutions company. Agenda for the Call: 1Q24 Highlights & Financial Review Market and Commercial Update 2024 Milestones and Priorities Management Q&A Date: June 5, 2024 Time: 10:00am ET Participant Dial-In: +1 (312) 2 ...

SABUGO, Portugal, May 31, 2024 (GLOBE NEWSWIRE) -- Fusion Fuel Green plc (NASDAQ: HTOO) announced today that it will be hosting a live conference call and webcast on Wednesday, June 5, 2024, to discuss first quarter financial results and operational highlights for the end-to-end green hydrogen solutions company. Agenda for the Call: 1Q24 Highlights & Financial Review Market and Commercial Update 2024 Milestones and Priorities Management Q&A Join the Webcast: Date: June 5, 2024 Time: 10:00am ET Participant D ...

PART I [ITEM 3. KEY INFORMATION](index=9&type=section&id=ITEM%203.%20KEY%20INFORMATION) The company faces significant investment risks stemming from its limited operating history, the nascent green hydrogen market, intense competition, dependency on key customers, supply chain vulnerabilities, and complex regulatory environments [Risks Relating to Our Business](index=9&type=section&id=Risks%20Relating%20to%20Our%20Business) - The company has a **limited operating history**, which restricts the basis for evaluating its ability to achieve business objectives and operate profitably[35](index=35&type=chunk) - **Future capital requirements are significant** for research, development, and commercialization, and additional capital may not be available on favorable terms, potentially compromising growth[37](index=37&type=chunk)[39](index=39&type=chunk) - The green hydrogen industry is an **emerging market**, and widespread market acceptance of the company's HEVO-based products is not guaranteed[40](index=40&type=chunk) - Fusion Fuel faces **significant competition** from diversified multinational companies with greater capital resources, longer operating histories, and established government relationships[47](index=47&type=chunk) - The company **depends on a few anchor customers** for a majority of its revenues, making it vulnerable to fluctuations or declines in business from these major clients[48](index=48&type=chunk) [Risks Relating to our Products and Manufacturing](index=12&type=section&id=Risks%20Relating%20to%20our%20Products%20and%20Manufacturing) - Future success is partly dependent on **increasing production capacity**, which is subject to risks like financing, construction delays, and reliance on third-party suppliers[50](index=50&type=chunk)[51](index=51&type=chunk) - The company's products create flammable hydrogen and oxygen gases, which are inherently dangerous substances, exposing the company to **potential product liability claims**[56](index=56&type=chunk)[57](index=57&type=chunk) - Fusion Fuel relies on a **limited number of third-party suppliers** for critical raw materials and components, where any disruption could impair manufacturing and increase costs[67](index=67&type=chunk)[68](index=68&type=chunk) - The business plan is heavily reliant on **Portugal's and Spain's Hydrogen Strategies**, and any delays or changes in government priorities could materially impact projects[77](index=77&type=chunk)[78](index=78&type=chunk) - The manufacturing plant in Benavente is critical for production, and if it becomes inoperable, the company's ability to produce its electrolyzers will be harmed[124](index=124&type=chunk) [Risks Relating to Legal Matters and Regulations](index=18&type=section&id=Risks%20Relating%20to%20Legal%20Matters%20and%20Regulations) - The company is subject to various complex and changing **environmental laws and regulations**, which could impose substantial costs and cause project delays[82](index=82&type=chunk) - **Potential product liability claims** related to the production of flammable gases could harm the company's financial condition if it cannot successfully defend against them[84](index=84&type=chunk) - **Changes in tax laws** or adverse outcomes from tax examinations in various jurisdictions could negatively affect operating results and financial condition[87](index=87&type=chunk)[89](index=89&type=chunk) [Risks Relating to our Intellectual Property](index=20&type=section&id=Risks%20Relating%20to%20our%20Intellectual%20Property) - The company's ability to compete depends on **protecting its proprietary technologies**, and failure to do so could undermine its competitive position[90](index=90&type=chunk)[91](index=91&type=chunk) - There is **no certainty that pending patent applications will result in issued patents** or that issued patents will provide adequate protection against competitors[92](index=92&type=chunk) - The company may face claims of **infringing on the intellectual property rights of others**, which could be time-consuming, costly, and result in substantial damages[94](index=94&type=chunk) [Risks Relating to our Financial Condition and Operating Results](index=21&type=section&id=Risks%20Relating%20to%20our%20Financial%20Condition%20and%20Operating%20Results) - Management identified **material weaknesses in internal control over financial reporting** as of December 31, 2020, which were still under remediation as of December 31, 2023[97](index=97&type=chunk)[101](index=101&type=chunk) - The company's financial results are likely to **fluctuate quarterly** due to factors like the timing of installations, project sizes, and supply chain interruptions[103](index=103&type=chunk)[104](index=104&type=chunk)[107](index=107&type=chunk) - The company expects to experience **foreign currency gains and losses**, as its financial reporting is in Euros while holding significant assets in U.S. dollars[110](index=110&type=chunk) [Risks Relating to our Operations](index=24&type=section&id=Risks%20Relating%20to%20our%20Operations) - Success is highly dependent on **attracting and retaining key management**, technical, and sales personnel in a competitive industry[112](index=112&type=chunk) - The business plan is substantially dependent on entering into **technology sale and engineering service agreements** with third parties[115](index=115&type=chunk) - **Cybersecurity risks** and threats to the company's information technology networks could disrupt operations and compromise sensitive data[126](index=126&type=chunk)[127](index=127&type=chunk) - The company's aggressive growth strategy includes **expanding into new territories**, which involves significant economic and political risks[131](index=131&type=chunk)[132](index=132&type=chunk) [Risks Relating to Irish Law](index=30&type=section&id=Risks%20Relating%20to%20Irish%20Law) - Transfers of Class A Ordinary Shares or Warrants held directly may be subject to **Irish stamp duty**, which could adversely affect the price of the securities[138](index=138&type=chunk) - In certain limited circumstances, dividends paid by the company may be subject to **Irish dividend withholding tax**, currently at a rate of 25%[143](index=143&type=chunk) - Attempted takeovers of the company are subject to the **Irish Takeover Rules**, which may limit the board's ability to defend against an unsolicited takeover attempt[151](index=151&type=chunk)[152](index=152&type=chunk) - As an Irish-formed company with assets and management primarily outside the U.S., investors may face difficulties in **enforcing judgments from U.S. courts**[157](index=157&type=chunk) [ITEM 4. INFORMATION ON THE COMPANY](index=39&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) Fusion Fuel develops innovative green hydrogen solutions through its proprietary HEVO electrolyzer technology, operating across electrolyzer sales, engineering services, and project development with a focus on expanding from Iberia to global markets [History and Development of the Company](index=39&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) - The company was formed through a business combination with HL Acquisitions Corp on December 10, 2020, becoming a **publicly traded entity on Nasdaq**[185](index=185&type=chunk) - Fusion Fuel developed the **HEVO**, a miniaturized PEM electrolyzer, which is the core of its HEVO-Solar and HEVO-Chain product solutions[187](index=187&type=chunk)[211](index=211&type=chunk) - Key facilities include the H2Evora demonstration plant and a manufacturing facility in Benavente, Portugal, which started production in Q2 2022[191](index=191&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - The company's HEVO-Portugal project was selected for the **IPCEI Hy2Infra program**, positioning the €650 million, 630 MW project for significant funding negotiations[214](index=214&type=chunk) [Business Overview](index=43&type=section&id=B.%20Business%20Overview) - Fusion Fuel's mission is to accelerate the energy transition by providing **innovative green hydrogen solutions** to decarbonize key industrial sectors[215](index=215&type=chunk)[217](index=217&type=chunk) - The company operates through three core business lines: **Electrolyzer System Sale, Engineering & Procurement Services, and Project Development**[222](index=222&type=chunk)[225](index=225&type=chunk) - The core technology is the **HEVO**, a proprietary miniaturized PEM electrolyzer, which is integrated into the modular and scalable HEVO-Chain product[224](index=224&type=chunk)[226](index=226&type=chunk)[227](index=227&type=chunk) - The company faces competition from traditional and green hydrogen producers but believes its **cost-competitiveness for projects under 10 MW** is a key advantage[237](index=237&type=chunk)[238](index=238&type=chunk) [Organizational Structure](index=51&type=section&id=C.%20Organizational%20Structure) - **Fusion Fuel Green PLC (Ireland)** is the parent holding company for its operating subsidiaries in Portugal, the USA, Spain, and Australia[255](index=255&type=chunk) [Property, Plants and Equipment](index=52&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) - The company entered into a **sale-and-leaseback agreement** for its Benavente, Portugal facility on December 20, 2022, with an initial lease term of 20 years[257](index=257&type=chunk) - Fusion Fuel Portugal also subleases office, logistical, and industrial space from **Negordy, a related party**, under an agreement with an initial five-year term[256](index=256&type=chunk) [ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](index=53&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) The company recognized its first revenues in 2023 but incurred a wider operating loss of €37.1 million due to high cost of sales, while its liquidity remains critical with substantial doubt about its ability to continue as a going concern [Operating Results](index=54&type=section&id=A.%20Operating%20Results) | Metric | 2023 (€'000) | 2022 (€'000) | | :--- | :--- | :--- | | Revenue | 4,144 | - | | Cost of Sales | (20,088) | (8,765) | | **Gross Loss** | **(15,944)** | **(8,765)** | | Administration Expenses | (15,835) | (18,416) | | R&D Expense | (1,925) | (908) | | Impairment of PP&E | (2,165) | (3,321) | | **Operating Loss** | **(37,063)** | **(34,747)** | | Net Finance Income | 6,451 | 8,062 | | **Total Comprehensive Loss** | **(31,016)** | **(27,347)** | - The company recorded its **first revenues of €4.1 million** in 2023, primarily from the Exolum and CSIC technology sale projects[267](index=267&type=chunk)[268](index=268&type=chunk)[270](index=270&type=chunk) - Cost of sales in 2023 included **significant impairment charges**, with a €13.9 million increase for inventory and a €3.3 million impairment for a development project[274](index=274&type=chunk) - Net finance income was **€6.9 million**, primarily due to fair value gains on the company's publicly traded warrants (HTOOW)[282](index=282&type=chunk) [Liquidity and Capital Resources](index=58&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) - As of December 31, 2023, the company had a **cash position of €1.2 million**, down from €8.2 million at the end of 2022[295](index=295&type=chunk)[526](index=526&type=chunk) - The company has been funding operations through its **At the Market (ATM) facility**, which raised approximately $3.3 million in 2023, and has received €11.4 million in grant funding[295](index=295&type=chunk)[306](index=306&type=chunk) - In November 2023, the company entered into an agreement for up to **$20 million in financing via senior convertible notes** with a Macquarie Group entity[302](index=302&type=chunk) - The company has secured **significant grant approvals** for its Portuguese projects, including €10M for its Benavente facility and €36M for its Sines Green Hydrogen Valley Alliance[298](index=298&type=chunk)[299](index=299&type=chunk)[300](index=300&type=chunk) - Management acknowledges that the company is highly dependent on its ability to find additional funding and that there is **substantial doubt about its ability to continue as a going concern**[308](index=308&type=chunk)[570](index=570&type=chunk) [ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES](index=61&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) The company's leadership includes an experienced executive team and a board with independent committees, with aggregate executive compensation totaling €3.8 million in 2023 while non-executive directors deferred their cash fees [Directors and Senior Management](index=61&type=section&id=A.%20Directors%20and%20Senior%20Management) | Name | Position | | :--- | :--- | | Jeffrey E. Schwarz | Chairman of the Board | | Frederico Figueira de Chaves | Chief Executive Officer and Director | | Gavin Jones | Chief Financial Officer | | Andre Antunes | Chief Operating Officer | | João Teixeira Wahnon | Chief of Business Development Officer | | Jaime Silva | Chief Technology Officer and Head of Innovation | [Compensation](index=64&type=section&id=B.%20Compensation) - The aggregate compensation for Fusion Fuel's Executive Officers in fiscal year 2023 was **€3.8 million**, with no variable compensation awarded[332](index=332&type=chunk)[334](index=334&type=chunk) - For 2023, the **non-executive directors deferred their cash compensation** due to the company's capital position, with fees settled in March and April 2024[335](index=335&type=chunk) [Board Practices](index=65&type=section&id=C.%20Board%20Practices) - The Board of Directors is divided into **three classes with staggered three-year terms**[331](index=331&type=chunk)[337](index=337&type=chunk) - The company maintains separate standing **audit, nominating, and compensation committees**, each composed of independent directors[340](index=340&type=chunk)[341](index=341&type=chunk)[345](index=345&type=chunk)[347](index=347&type=chunk) - The Board has determined that Jeffrey Schwarz, Rune Magnus Lundetrae, Alla Jezmir, and Theresa Jester are **independent directors**[338](index=338&type=chunk) [ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS](index=67&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) Key shareholders include MAK Capital, Negordy S.A., and Chairman Jeffrey Schwarz, while significant related-party transactions with entities controlled by major shareholders and the CEO are overseen by the audit committee [Major Shareholders](index=67&type=section&id=A.%20Major%20Shareholders) | Shareholder | % Total Voting Power | | :--- | :--- | | MAK Capital Fund LP | 18.87% | | Negordy S.A | 17.93% | | Jeffrey Schwarz (Chairman) | 11.34% | | Wendy Schwarz | 5.45% | | Richard Leahy | 5.1% | [Related Party Transactions](index=69&type=section&id=B.%20Related%20Party%20Transactions) - The company has a policy requiring the **audit committee to review and approve related-party transactions** to ensure terms are favorable[356](index=356&type=chunk)[358](index=358&type=chunk) - Fusion Fuel has critical business contracts with **MagP**, a company in which major shareholder Negordy holds a 71% stake, with transactions amounting to €3.8 million in 2023[361](index=361&type=chunk)[362](index=362&type=chunk)[758](index=758&type=chunk) - **Key Family Holdings (KFH)**, an entity controlled by CEO Frederico Figueira de Chaves, provided short-term, non-interest-bearing bridge loans to the company[369](index=369&type=chunk)[370](index=370&type=chunk)[762](index=762&type=chunk) [ITEM 8. FINANCIAL INFORMATION](index=71&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section provides the company's consolidated financial statements and confirms that no cash dividends on Class A Ordinary Shares are expected in the foreseeable future - The company's audited consolidated financial statements are included in **Item 18** of the annual report[374](index=374&type=chunk) - Fusion Fuel currently **does not expect to pay any cash dividends** on its Class A Ordinary Shares[376](index=376&type=chunk) [ITEM 9. THE OFFER AND LISTING](index=72&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) The company's Class A Ordinary Shares and Warrants are traded on the Nasdaq Capital Market - The Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol **"HTOO"**[378](index=378&type=chunk) - The Warrants are listed on the Nasdaq Capital Market under the symbol **"HTOOW"**[378](index=378&type=chunk) [ITEM 10. ADDITIONAL INFORMATION](index=72&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details material contracts, including financing facilities and the Benavente factory sale-leaseback, and outlines the material U.S. and Irish tax consequences for security holders [Material Contracts](index=73&type=section&id=C.%20Material%20Contracts) - The company has an **At Market Issuance (ATM) Sales Agreement**, allowing it to sell up to $10 million of Class A Ordinary Shares, raising net proceeds of $3.3 million in 2023[388](index=388&type=chunk)[395](index=395&type=chunk) - On December 20, 2022, the company completed a **sale-leaseback of its Benavente manufacturing factory** for a purchase price of €9.3 million[398](index=398&type=chunk)[399](index=399&type=chunk)[400](index=400&type=chunk) - In November 2023, the company entered into a Securities Subscription Agreement with a Macquarie Group entity for up to **$20 million in convertible promissory notes**[402](index=402&type=chunk) [Taxation](index=75&type=section&id=E.%20Taxation) - U.S. Holders may face adverse tax consequences if the company is classified as a **Passive Foreign Investment Company (PFIC)**, though the company does not believe it was a PFIC for 2023[160](index=160&type=chunk)[419](index=419&type=chunk)[421](index=421&type=chunk) - Transfers of shares held outside of DTC may be subject to a **1% Irish stamp duty**, though transfers settled through DTC are exempt[440](index=440&type=chunk)[442](index=442&type=chunk)[443](index=443&type=chunk) - Dividends paid by the company may be subject to a **25% Irish Dividend Withholding Tax (DWT)**, although exemptions are available for residents of treaty countries like the U.S[444](index=444&type=chunk)[446](index=446&type=chunk)[450](index=450&type=chunk) [ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=85&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk exposure is foreign exchange risk due to holding U.S. dollar assets while reporting in Euros, with no significant exposure to other market risks - The company's main market risk is **foreign exchange risk**, stemming from holding U.S. dollar-denominated liquid assets while reporting in Euros[469](index=469&type=chunk) - The company does not believe it is exposed to significant interest rate, credit, or liquidity risk and **does not trade financial instruments or derivatives**[470](index=470&type=chunk) PART II [ITEM 15. CONTROLS AND PROCEDURES](index=86&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were not effective as of year-end 2023 due to identified material weaknesses in internal control over financial reporting, which are currently under remediation - Management concluded that as of December 31, 2023, the company's **disclosure controls and procedures were not effective**[478](index=478&type=chunk) - **Material weaknesses were identified** in internal control over financial reporting related to control processes, segregation of duties, and IT general controls[483](index=483&type=chunk) - **Remediation measures are ongoing**, including redesigning key processes, engaging external advisors, and hiring additional finance staff[484](index=484&type=chunk) [ITEM 16. Corporate Governance and Other Matters](index=88&type=section&id=ITEM%2016.%20Corporate%20Governance%20and%20Other%20Matters) This section covers governance topics including the designation of an audit committee financial expert, adoption of a Code of Ethics, auditor fees, and reliance on home country practices in lieu of certain Nasdaq rules - The board of directors has determined that Mr. Rune Magnus Lundetrae qualifies as an **"audit committee financial expert"**[487](index=487&type=chunk) Principal Accountant Fees | Fee Type | 2023 | 2022 | | :--- | :--- | :--- | | Audit Fees | €355,000 | €357,250 | | Other | €0 | €25,000 | | **Total** | **€355,000** | **€382,250** | - As a foreign private issuer, the company follows its **home country (Irish) practice** in lieu of Nasdaq rules requiring shareholder approval for certain equity issuances[494](index=494&type=chunk) - The company has implemented procedures to **manage cybersecurity risks**, with oversight from the Board and the Audit Committee, and has experienced no material attacks to date[498](index=498&type=chunk)[500](index=500&type=chunk) PART III [ITEM 18. FINANCIAL STATEMENTS](index=90&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) The audited financial statements are presented with an independent auditor's report expressing substantial doubt about the company's ability to continue as a going concern and highlighting two critical audit matters - The independent auditor's report highlights a material uncertainty that raises **substantial doubt about the company's ability to continue as a going concern**[513](index=513&type=chunk) - **Critical Audit Matters** identified by the auditor include the fair value assessment of an energy production plant held for sale and the value-in-use calculation for another plant[517](index=517&type=chunk)[518](index=518&type=chunk)[521](index=521&type=chunk) Consolidated Balance Sheet Highlights | Metric | As at Dec 31, 2023 (€'000) | As at Dec 31, 2022 (€'000) | | :--- | :--- | :--- | | Total Assets | 42,351 | 65,365 | | Total Liabilities | 39,620 | 36,012 | | **Total Equity** | **2,731** | **29,353** | | Cash and cash equivalents | 1,147 | 8,164 | [ITEM 19. EXHIBITS](index=90&type=section&id=ITEM%2019.%20EXHIBITS) This section provides a comprehensive list of all exhibits filed as part of the annual report, including foundational corporate documents, material contracts, and required officer certifications - This item lists all exhibits filed with the Form 20-F, including **foundational corporate documents, material contracts, and required officer certifications**[504](index=504&type=chunk)

Financial Data and Key Metrics Changes - The company recognized €1.6 million in revenue during the fourth quarter [5] - A pretax loss for the quarter amounted to €12.3 million, primarily driven by noncash items related to impairment charges of €9.7 million [62] - The bank balance was just over €1 million on December 31, and the company raised €5.9 million through its ATM facility in February [63][64] Business Line Data and Key Metrics Changes - The company received two separate purchase orders for a combined €4.2 million of revenue during the fourth quarter [10] - The HEVO Chain solution is expected to generate approximately €34 million in revenue for 2024, with €7.3 million already contracted [68] - The company plans to deliver and install six to seven full HEVO Chain systems to southern European clients in 2024 [14] Market Data and Key Metrics Changes - The green hydrogen market faced challenges in 2023, with a deceleration of commercial activity [24] - The company is expanding its market reach, planning to certify the HEVO Chain solution for use in North America and Australia in 2024 [27] Company Strategy and Development Direction - The company aims to strengthen its balance sheet and reach cash flow self-sufficiency by 2025 [47][55] - The IPCEI designation for the HEVO-Portugal Project is expected to facilitate funding and financing discussions with local governments and the European Investment Bank [73] - The company is focused on delivering engineering services and procurement of balance of plant equipment to capture a larger share of project spending [52][53] Management's Comments on Operating Environment and Future Outlook - Management noted that the IPCEI project has generated increased interest and urgency from potential partners [18] - The company anticipates that structural headwinds in the green hydrogen market may persist into 2024, but sees opportunities for differentiation [25] - Management expressed confidence in the operational inflows and the ability to execute a more strategic capital raise [65] Other Important Information - The company recorded a net increase of €6.4 million to its impairment provision during the fourth quarter [35] - The company has been cautious in its capital raise efforts, focusing on deals that create long-term value for shareholders [45][120] Q&A Session All Questions and Answers Question: Can you discuss gross margin expectations for 2024? - The company expects gross margins to be around 15% for projects including the HEVO Chain product, with an increase to approximately 20% by 2025 [102] Question: What are the next steps or milestones to keep an eye out for with respect to the IPCEI project? - The company is entering negotiations with partners and local governments for funding and support, with significant discussions expected to take several months [85] Question: What is the status of the Bakersfield project in California? - The company has made a deliberate decision not to provide updates on large projects until there is meaningful news [122] Question: What is the demand and feedback from the market for the HEVO Chain solution? - The company has seen strong interest in the HEVO Chain solution, with multiple proposals and project designs being delivered weekly [96] Question: How will the additional shares be drawn down? - The company seeks flexibility to make the right deal for capital partners, with a focus on minimizing dilution for shareholders [118]

FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of: January 2024 Commission File Number: 005-91913 Fusion Fuel Green PLC (Translation of registrant's name into English) The Victorians 15-18 Earlsfort Terrace Saint Kevin's Dublin 2, D02 YX28, Ireland (Address of principal executive office) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Indicate by check mark whether the registrant files or will file a ...

— Disclaimer ALL RIGHTS BELONG TO FUSION-FUEL The forward-looking statements and projections herein should not be regarded as a representation or prediction that the Company will achieve or is likely to achieve any particular results. Financial Update Presentation The Company's consolidated financial data is prepared in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board ("IFRS") and is denominated in Euros ("EUR" or "€"). The numbers shown ...

This presentation includes statements of future events, conditions, expectations, and projections of Fusion Fuel Green plc (the "Company"). Such statements are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. The Company's actual results may differ from its expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Word ...

Fusion Fuel Green PLC (NASDAQ:HTOO) Q1 2023 Earnings Conference Call June 5, 2023 10:00 AM ET Company Participants Ben Schwarz - Investor Relations Jeffrey Schwarz - Chairman Gavin Jones - Interim Chief Financial Officer Frederico Figueira de Chaves - Chief Executive Officer Ben Schwarz Well, thank you all for joining us today. So, I'll quickly run through our agenda for the next hour. We will begin the call with some remarks from Fusion Fuel's Chairman, Jeffrey Schwarz, followed by an overview of Fusion Fu ...

Financial Highlights (Q1 2023) - Revenues reached €582 thousand, marking the first quarter with recognized revenue, stemming from a technology sale of 62 HEVO-Solar units[9, 74] - Cost of goods sold amounted to €(1,120) thousand[9] - Operating expenses totaled €(5,975) thousand, a decrease of €1.78 million compared to the previous quarter[9, 74] - Operating loss was €(7,368) thousand[9] - Pre-tax loss amounted to €(2,598) thousand[9] - Fair value movement of warrants resulted in a gain of €4,975 thousand[9] Assets and Liabilities (Q1 2023) - Property, plant, and equipment totaled €23,736 thousand[10] - Total non-current assets amounted to €29,021 thousand[10] - Total current assets reached €38,349 thousand[10] - Total liabilities amounted to €37,355 thousand[10] - Cash and cash equivalents stood at €5,759 thousand[10] Key Developments and Projects - Awarded €3.6 million in grant funding for a 1 MW green hydrogen mobility project with GALP[8] - Awarded €3.3 million grant from H2 Pioneros Program for 2.4 MW green hydrogen project in Spain[64] - Signed Terms of Acceptance for €10 million grant from PRR Component 14[34] - The company has a project pipeline of approximately 500 MW, estimating revenues of approximately €550 million[80]

Market Dynamics - The hydrogen production industry is an emerging market, and widespread market acceptance of green hydrogen production is uncertain[40]. - The company faces significant competition and has a limited operating history, which may adversely affect its financial condition and operating results[19][36]. - The company faces significant competition from larger multinational companies with greater resources, which could impact its market position[48]. - The alternative energy industry is highly competitive, and the company must keep pace with technology developments to maintain market share[129]. - The company is expanding its business in Europe, the Middle East, North Africa (MENA), and the United States[191]. Financial Risks - The company may need additional capital in the future to meet financial obligations and pursue business objectives, which may not be available on favorable terms[37]. - The company may experience substantial dilution if additional capital is raised through equity securities, which could affect existing shareholders[39]. - A small number of major customers account for the majority of Fusion Fuel's revenues, creating risks related to order fluctuations and payment delays[49]. - The company’s ability to generate revenues is substantially dependent on entering into hydrogen purchase and technology sale agreements with third parties[22]. - The company anticipates fluctuations in operating results and cash flow, which may lead to short-term liquidity issues[104]. Operational Challenges - The performance of HEVO based products may be affected by field conditions and other external factors, potentially harming business and financial results[22]. - The company may face supply chain competition, which could result in insufficient inventory and negatively affect operations[22]. - Manufacturing disruptions at the company's facilities or those of key partners could delay product production, harming reputation and revenue[66]. - The company is dependent on a limited number of suppliers for raw materials, and any disruptions could lead to increased costs and delays in product delivery[68]. - The company relies heavily on information technology networks and systems to manage various business processes, including communication and compliance with regulatory requirements[125]. Regulatory and Compliance Issues - The company is subject to extensive government regulations that can negatively impact its financial condition and operational results[133]. - The company faces risks related to compliance with complex U.S. and foreign laws, which could result in fines and penalties[134]. - Compliance with environmental laws and regulations could impose substantial costs and cause delays in delivery and installation of units[80]. - The company faces uncertainty regarding compliance with evolving environmental laws and regulations, which could materially affect its business and financial condition[81]. - The company may need to seek amendments to existing regulations or develop new regulations to operate its HEVO product in certain jurisdictions, which could expose it to litigation[84]. Growth Strategy - The company’s growth strategy includes operating in more territories, indicating an aggressive market expansion plan[23]. - The company plans to develop a $180 million, 75 MW solar-to-green hydrogen facility in Bakersfield, California, targeting commissioning in 2027[201]. - The company is focused on research and development, commercialization of new products, and expanding sales and marketing capabilities[6]. - The company has identified material weaknesses in its internal control over financial reporting, which could hinder accurate financial reporting and investor confidence[95]. - The company is in the process of establishing its own assembly lines and production plants over the next 3 to 5 years, which is critical for scaling its business[52]. Project and Technology Development - Fusion Fuel's sales cycle typically ranges from 12 to 24 months, with installation times between 3 to 9 months or more depending on project requirements[42][43]. - The HEVO-Solar system is designed to produce green hydrogen with a reduced size, allowing for thermal and electrical integration directly in the cell[190]. - The technology developed by Fusion Fuel Portugal has been validated by an independent study from Lisbon's Instituto Superior de Técnico, highlighting its compact and integrated electrolyzer system[190]. - The company provides performance warranties for its Hydrogen Generators covering efficiency and output for the first five years, with potential costs for warranty claims based on actual performance versus expected performance[61]. - The company faces risks related to construction, utility interconnection, and potential cost overruns, which could impact financial results due to the installment payment structure for unit sales[62]. Market Expansion and Funding - The Portuguese government allocated €40 million in direct grants for the POSEUR program, with Fusion Fuel approved for €4.3 million for the HEVO-Sul project[199]. - The HEVO-Industria project in Sines received a €10 million grant, marking the largest single-project grant award under the Portuguese Recovery and Resilience Plan[200]. - A joint agreement with Duferco Energia SpA aims to develop a 1.25 MW pilot project in Sicily, producing an estimated 46 tonnes of green hydrogen annually, with development planned for 2024[206]. - A technology sale agreement with KEME Energy for a 1.2 MW green hydrogen facility received €1.4 million in funding from Portugal's POSEUR programme[207]. - The company purchased a 14,000m² factory in Benavente, Portugal for €5.0 million, with renovations completed in Q1 2022[195]. Shareholder and Market Considerations - The issuance of additional Class A Ordinary Shares or other equity securities may dilute existing shareholders' ownership interests and depress market prices[165]. - If Parent is classified as a passive foreign investment company (PFIC), U.S. investors may face adverse federal income tax consequences[160]. - The market price of Class A Ordinary Shares may decline if significant resales occur, leading to increased volatility[161]. - The trading price of Class A Ordinary Shares may be volatile due to external factors such as public health emergencies and political turmoil[168]. - The rights of shareholders under Irish law may not be as clearly established as in some jurisdictions in the United States, potentially affecting shareholder actions[158].