Fusion Fuel Green PLC (NASDAQ: HTOO) (“Fusion Fuel” or the
“Company”), a leader in full-service green hydrogen solutions,
today announced the successful closing of its previously disclosed
transaction to acquire a controlling stake in Quality Industrial
Corp. (OTC Pink: QIND) (“QIND”) through a share exchange. The
completion of this strategic acquisition strengthens Fusion Fuel’s
position in the energy engineering, supply, and services business,
creating a robust platform to capitalize on growing demand in the
renewable energy and industrial gas sectors.
As part of the transaction, Fusion Fuel has made
several key leadership changes to align with its strategic vision.
Effective immediately, John-Paul Backwell has been appointed Chief
Executive Officer and will join the Company’s Board of Directors.
Mr. Backwell will continue in his current role as Chief Executive
Officer of QIND. Additionally, Frederico Figueira de Chaves,
formerly the Company’s Chief Executive Officer, will transition to
the role of Chief Strategy Officer and Head of Hydrogen Solutions.
Gavin Jones continues as the Company’s Chief Financial Officer.
Remarking upon the changes, Jeffrey Schwarz,
Chairman of the Board of Fusion Fuel said, “We are thrilled to
welcome Mr. Backwell to our executive leadership team, further
strengthening the depth and breadth of our management capabilities.
His extensive multidisciplinary experience in business management,
with particular emphasis on the scaling of companies, international
market development, and mergers and acquisitions—will be
instrumental in driving Fusion Fuel’s growth and delivering
long-term value to its stakeholders. Over the course of his more
than two-decade career, Mr. Backwell has demonstrated exceptional
leadership, holding key roles as Chief Executive, Managing
Director, and both Executive and Non-Executive Director.” Mr.
Schwarz continued, “In his new role as Chief Strategy Officer and
Head of Hydrogen Solutions, Mr. Figueira de Chaves will focus on
operational excellence and driving innovation in Fusion Fuel’s core
hydrogen engineering capabilities.”
John-Paul Backwell added: “I am honored to lead
Fusion Fuel at this pivotal moment. This transaction marks a
significant milestone in the evolution of Fusion Fuel’s business,
providing the scale, synergies, and expertise needed to drive
growth and deliver exceptional value to our stakeholders. Together
with Frederico and the rest of the team, I am excited to build a
world-class platform for engineering and advisory services across
the energy and industrial sectors, helping to shape the future of
energy and sustainability.”
The Company plans to hold an investor
presentation to provide an overview of the strategic rationale
behind this transaction, the vision for the combined company, and
its plans for sustained growth in the hydrogen and industrial gases
markets. The date and time of the presentation will be announced
over the coming days, with access details to follow on the
Company’s website.
Nasdaq Compliance Update
The Company has also announced that the hearing
to appeal the delisting of its securities from Nasdaq has been
scheduled for January 7, 2025. Management is confident that
following the close of this transaction and the consolidation of
financials, Fusion Fuel will meet the stockholder equity
requirements for continued listing.
About Fusion Fuel Green plc
Fusion Fuel Green plc (NASDAQ: HTOO) is a
leading provider of full-service energy engineering and advisory
solutions, specializing in green hydrogen and broader industrial
gas applications. Through its majority-owned subsidiary, Quality
Industrial Corp., Fusion Fuel now offers an expanded portfolio of
services, including the design, supply, installation, and
maintenance of energy systems, as well as the transport and
distribution of liquefied petroleum gas. The Company serves a
diverse customer base spanning commercial buildings, mixed-use
developments, heavy industries, and food service sectors, while
continuing to drive innovation in the renewable energy space.
Fusion Fuel is committed to advancing the global energy transition
by delivering sustainable, efficient, and reliable energy
solutions. Learn more about Fusion Fuel by visiting our website at
https://www.fusion-fuel.eu and following us on LinkedIn.
A description of the Stock Purchase Agreement,
dated November 19, 2024 (the “Purchase Agreement”), among the
Company, QIND, and certain shareholders of QIND (the “Sellers”) is
contained in a report on Form 6-K that was furnished by the Company
to the Securities and Exchange Commission (the “SEC”) on November
20, 2024, and a copy of which was included as an exhibit to such
Form 6-K. The description above is qualified in its entirety by
reference to the full text of such exhibit.
The Purchase Agreement sets forth material terms
and conditions for the transaction that, upon consummation,
resulted in Fusion Fuel’s acquisition of approximately 70% of the
issued and outstanding share capital of QIND. Certain post-closing
requirements are applicable, including stockholder approval of
related matters and Nasdaq clearance of a new initial listing
application, and failure to satisfy such requirements within a
certain period may result in the unwinding of the acquisition by
the Company of the shares of QIND. A further description of these
requirements is contained in a report on Form 6-K that is being
furnished by the Company to the SEC on or around the date hereof.
There can be no assurance that post-closing requirements for the
acquisition will be met.
Forward-Looking Statements
This press release includes “forward-looking
statements.” Forward-looking statements may be identified by the
use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,”
“target”, “may”, “intend”, “predict”, “should”, “would”, “predict”,
“potential”, “seem”, “future”, “outlook” or other similar
expressions (or negative versions of such words or expressions)
that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
are not guarantees of future performance, conditions or results,
and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
the Company’s control, that could cause actual results or outcomes
to differ materially from those discussed in the forward-looking
statements, including without limitation, the ability of the
Company, QIND, and the Sellers to obtain all necessary regulatory
and other consents and approvals in connection with the
acquisition, the Company’s ability to complete the acquisition of
QIND and integrate its business, obtain Nasdaq clearance of a new
initial listing application in connection with the acquisition, and
obtain stockholder approval of the matters to be voted on at a
stockholders’ meeting to approve matters required to be approved in
connection with the Purchase Agreement. Fusion Fuel has based these
forward-looking statements largely on its current expectations,
including but not limited the ability of the investment reported on
to be consummated as anticipated. Such forward-looking statements
are subject to risks and uncertainties (including those set forth
in Fusion Fuel’s Annual Report on Form 20-F for the year ended
December 31, 2023, filed with the Securities and Exchange
Commission) which could cause actual results to differ from the
forward-looking statements.
Investor Relations Contact
ir@fusion-fuel.eu
Fusion Fuel Green (NASDAQ:HTOO)
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