Group 1 - Fusion Fuel Green PLC announced that all shareholder proposals were approved at the Annual General Meeting held on June 25, 2025 [1] - The approval fulfills Nasdaq's requirement for the Company to hold an Annual General Meeting as part of its delisting notice [2] - The first proposal's approval allows for a planned share consolidation of Class A Ordinary Shares, aimed at raising the share price above Nasdaq's $1.00 minimum bid price requirement [2] Group 2 - CEO John-Paul Backwell stated that the AGM and approval of all items are significant steps toward addressing legacy issues and focusing on growth targets for the year [3] - The Company aims to continue the strong trajectory of Al Shola Gas and advance BrightHy Solutions while exploring acquisition opportunities [3] - Fusion Fuel Green PLC is positioned as a leader in the energy services sector, providing a range of energy supply, distribution, and engineering solutions through its Al Shola Gas and BrightHy brands [3]

Core Viewpoint - Fusion Fuel Green PLC has signed non-binding Heads of Terms to acquire 100% equity of a UK-based fuel distribution business, indicating a strategic move to enhance its energy solutions portfolio [1][3]. Financial Performance of Target - For the fiscal year ending April 30, 2024, Target generated revenues of approximately $50 million and net income of approximately $5 million [2]. - In the following fiscal year ending April 30, 2025, Target achieved revenues of approximately $58 million and net income of approximately $7 million, reflecting strong growth [2]. Acquisition Details - The total consideration for the acquisition is £50 million, comprising £40 million in debt-financed cash and £10 million in Fusion Fuel ordinary shares, subject to shareholder approval and securities registration [3]. - The Heads of Terms include equity value protection provisions, such as downside price protection for sellers, a buy-back option, and an upside cap provision [4]. Definitive Agreements - The definitive agreements are expected to include customary representations, warranties, and covenants, along with termination rights and potential termination fees [5]. - Entry into definitive agreements will depend on legal, tax, and accounting structuring advice, satisfactory completion of due diligence, and satisfaction of conditions outlined in the Heads of Terms [5]. Exclusivity and Confidentiality - The Heads of Terms contain binding exclusivity and confidentiality terms, preventing Target from soliciting or negotiating with other parties for 90 days from the signing [6]. Strategic Commentary - The CEO of Fusion Fuel highlighted that the acquisition of Target represents a significant step in the company's growth journey, complementing its existing Al Shola Gas brand and expanding service offerings [7].