Fusion Fuel Green PLC

First half 2026 developments

Capital and liquidity

In January 2026, holders exercised 57,428 of the $3.50 warrants issued in connection with the December 2025 warrant exchange, and a further 21,428 $3.50 warrants were exchanged for pre-funded warrants.

On 14 February 2026, the Company entered into a Securities Purchase Agreement with certain investors for the issue of 577,124 Class A Ordinary Shares, pre-funded warrants to purchase 129,005 Class A Ordinary Shares, warrants to purchase 706,129 Class A Ordinary Shares at $5.148 per share and warrants to purchase 706,129 Class A Ordinary Shares at $6.864 per share, for aggregate gross proceeds of $2.6 million (the “February 2026 PIPE”). The shares were issued on 20 February 2026. On 31 March 2026,208,238 pre-funded warrants were exercised.

On 27 February 2026, Bevilacqua PLLC exercised 71,429 service warrants at an exercise price of $0.88 per share, settled against amounts owed to it for legal services. The shares were released on 2 April 2026.

Acquisition of Royal Uranium

On 12 February 2026, the Company entered into Mineral & Element Advisory Agreements with three advisors, under which the advisors provide strategic, operational and technical advisory services in connection with potential mineral asset transactions (Note 7). On 18 February 2026, the Company entered into a Share Exchange Agreement with certain shareholders of Royal Uranium to acquire up to 100% of its issued share capital in exchange for up to 3,750,018 Class A Ordinary Shares, which valued Royal Uranium at $15.0 million. On execution of the Share Exchange Agreement, the advisory fee under the element advisory agreements became payable and the Company issued 95,000 Class A Ordinary Shares and pre-funded warrants to purchase 190,000 Class A Ordinary Shares on 20 February 2026.

At an Extraordinary General Meeting held on 8 June 2026, shareholders approved (i) the acquisition of Royal Uranium, (ii) the conversion of the 4,171,327 Series A Convertible Preferred Shares into Class A Ordinary Shares, to occur upon clearance of an initial listing application with Nasdaq, and (iii) the change of the Company’s name to Fusion Elements plc, subject to the approval of the Registrar of Companies in Ireland and any necessary Nasdaq submissions. The Share Exchange Agreement was amended on 11 June 2026 and the acquisition completed on 21 July 2026 (Note 28).

Operating developments

Steam production at BioSteam’s first biomass-powered industrial steam project in South Africa began on 1 May 2026, and commercial operations were announced on 11 May 2026. BrightHy recognised its first significant engineering services revenue in the period (Note 4).

Restatement of the 2025 consolidated financial statements

The consolidated financial statements for the year ended 31 December 2025 have been restated in the Company’s Annual Report on Form 20-F/A (Amendment No. 1). The comparative statement of financial position at 31 December 2025 in these condensed consolidated financial statements is presented as restated (Note 2).