Fusion Fuel Issues Damages Claim Against Hydrogenial SA for Failure to Fund $33,5 Million Subscription Agreement; Announces Insolvency of Portuguese Subsidiary
DUBLIN, Nov. 14, 2024 (GLOBE NEWSWIRE) — Fusion Fuel Green Plc (“Fusion Fuel” or the “Company”) announced today that it has issued a damages claim against Hydrogenial S.A. (“Hydrogenial” or the “Investor”) and its principal, Mr. Norbert Bindner, following their failure to fund the $33.5 million Subscription Agreement disclosed in the Company’s Form 6-K on September 11, 2024. Under the terms of this agreement, entered into in good faith by the Company on August 28, 2024, the Investor committed to purchase an aggregate of 43,790,850 Class A ordinary shares (the “Class A Shares”), along with warrants to acquire an additional 13,137,254 Class A Shares, for a total purchase price of $33,500,000.
Pursuant to Section 3 of the Subscription Agreement, the closing was to take place on September 30, 2024, with full payment due at or before the time of the closing. Despite all conditions to closing being met, as confirmed in discussions with Hydrogenial representatives, the Investor failed to fund in a timely fashion. The Company promptly informed Hydrogenial of its breach and requested immediate resolution, and Hydrogenial subsequently provided the Company with a revised closing date of October 25, 2024; however, to date, the Company has yet to receive proceeds from the investment. This continued delay has led Fusion Fuel to pursue legal recourse.
As a direct consequence of the funding delay, Fusion Fuel has filed for insolvency for its Portuguese subsidiary, Fusion Fuel Portugal S.A., out of which the most significant portion of the Company’s technology sales and project development activities had been conducted. On the advice of insolvency counsel, the Company has submitted a claim in Portugal for damages incurred due to Hydrogenial’s breach. The Company notes that the Investor’s obligation under the Subscription Agreement remains in effect notwithstanding the filing of the claim and the insolvency of its Portuguese subsidiary.
In response to these events, Fusion Fuel is actively exploring strategic alternatives to preserve shareholder value, including a potential transaction that management believes could complement the Company’s hydrogen business and yield significant synergies. The Company expects to provide further updates in short order.
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Fusion Fuel Issues Damages Claim Against Hydrogenial SA for Failure to Fund $33,5 Million Subscription Agreement; Announces Insolvency of Portuguese Subsidiary, source
