Fusion Fuel Green PLC
For the period ended May 18, 2026. Filed May 18, 2026.
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May 18, 2026 · Filed May 18, 2026
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Contents
EX-99.1 · DEFINITIONS
DEFINITIONS
In this document the following expressions have the following meanings unless the context otherwise requires or unless otherwise provided:
| “Acquisition” | the acquisition of up to 100% of the issued share capital of RU by the Company pursuant to the terms of the Share Exchange Agreement; |
|---|---|
| “Acquisition Resolution” | Resolution 1 as described in the Notice; |
| “AGM” | the annual general meeting of the Company; |
| “Al Shola Gas” | Al Shola Al Modea Gas Distribution LLC; |
| “Articles of Association” | the articles of association of the Company at the date of this Circular; |
| “Board” or “Directors” | the board of directors of the Company; |
| “Circular” | this document; |
| “Closing Date” | the date on which the Acquisition completes in accordance with the terms of the Share Exchange Agreement; |
| “Company” | Fusion Fuel Green plc; |
| “Concert Parties” | shall have the meaning given to that term in Annex 1 of this Circular; |
| “EGM” or “Extraordinary General Meeting” | the extraordinary general meeting of the Company to be held at the offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland at 1:00 p.m. (Irish time) on 8 June 2026, notice of which is set out at Annex 2 of this Circular; |
| “Equity Incentive Plan” | the Company’s equity incentive plan dated 5 August 2021 as amended from time to time; |
| “Euro” or “€” | euro or EUR, the single currency introduced by Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, being the lawful currency of the participating Member States of the European Union. |
| “Form of Proxy” | the form of proxy for use at the Extraordinary General Meeting, enclosed with this Circular; |
| “Memorandum of Association” or “Memorandum” | the memorandum of association of the Company as at the date of this document; |
|---|---|
| “NASDAQ” | the Nasdaq Capital Market, a continuous trading market operated by The Nasdaq Stock Market LLC for the listing and trading of securities of companies that meet certain financial and corporate governance requirements, including without limitation minimum bid price requirements and annual meeting obligations as set forth in the Nasdaq Listing Rules; |
| “Newbridge Securities” | Newbridge Securities Corporation, having its registered office at 1200 North Federal Highway, Suite 400, Boca Raton, Florida, 33432, United States of America; |
| “Notice” | the notice of Extraordinary General Meeting, as set out at Annex 2 of this document; |
| “Ordinary Shares” | Class A ordinary shares of US$0.0035 each in the capital of the Company; |
| “Preferred Shares” | the preferred shares of US$0.0001 each designated by the Board as Series A Convertible Preferred Shares on 18 November 2024 in accordance with the Articles of Association, having the rights as set out in the Certificate of Designation filed with the Companies Registration Office on 13 December 2024; |
| “QIND Transaction” | shall have the meaning given to that term in section 6 of this Circular; |
| “Registrar” | the Company’s registrar, being Continental Stock Transfer & Trust Company, having its registered office at 1 State St 30th floor, New York, NY 10004, United States; |
| “Representative RU Shareholders” | collectively, Anthony Milewski and Marcos Schipperheijn, who each have the rights and obligations as set out in the Share Exchange Agreement; |
| “Resolutions” | the resolutions to be proposed in the manner specified in the Notice of Extraordinary General Meeting, which shall include the Acquisition Resolution, Resolution 2 and Resolution 3; |
| “Restricted Stock Units” | a right to be issued Ordinary Shares on a future date, which right is granted pursuant to the Equity Incentive Plan, which shall vest on such date and subject to such conditions as the Board may determine in accordance with the Equity Incentive Plan and the applicable Award Agreement (as defined in the Equity Incentive Plan); |
| “RU | Royal Uranium Inc., a company incorporated under the laws of British Columbia, Canada, with incorporation number BC1460159 and having its registered office at Suite 2200, 885 West Georgia Street, Vancouver BC V6C 3E8, Canada; |
| “Rules” | the Irish Takeover Panel Act, 1997, Takeover Rules, 2022; |
| “Rule 3 Advisor” | Newbridge Securities; |
| “RU Royalty Agreements” | the royalty agreements entered into by RU in respect of the uranium royalty assets; |
| “RU Shareholders” | the existing holders of the RU Shares; |
| “Share Exchange Agreement” | the Share Exchange Agreement entered into between the Company and certain RU Shareholders in relation to the Acquisition; |
| “Shareholder(s)” | holder(s) of Ordinary Shares; and |
| “USD” or “$” | United States Dollar, the lawful currency of the United States of America. |
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