UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2023
Commission File Number: 001-39789
Fusion Fuel Green PLC
(Translation of registrant’s name into English)
10 Earlsfort Terrace
Dublin 2, D02 T380, Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On August 30, 2023, Fusion Fuel Green PLC (“Company”) hosted
a live conference call and webcast to discuss the Company’s financial results for the quarter ended June 30, 2023, along with second
quarter operational highlights and technology updates. A replay of the webcast, the investor presentation used during the webcast, and
a quarterly shareholder update letter from the Company’s executive committee, are each available on the Company’s website,
fusion-fuel.eu. The shareholder update letter and investor presentation are also attached as Exhibits 99.1 and 99.2 to this Report on
Form 6-K, respectively, and are incorporated by reference herein.
The information furnished in this Report on Form 6-K, including the
exhibits related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Fusion Fuel Green PLC |
| |
(Registrant) |
| |
|
| Date: August 30, 2023 |
/s/ Frederico Figueira de Chaves |
| |
Frederico Figueira de Chaves |
| |
Chief Executive Officer |
2
Exhibit 99.1
Disclaimer
This presentation includes statements of future
events, conditions, expectations, and projections of Fusion Fuel Green plc (the “Company”). Such statements are “forward
looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation
Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and, consequently,
you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believe,” “predict,” “potential,”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation,
estimates and projections of future performance, which are based on numerous assumptions about sales, margins, competitive factors, industry
performance and other factors which cannot be predicted. Such assumptions involve a number of known and unknown risks, uncertainties,
and other factors, many of which are outside of the Company’s control, including, among other things: the failure to obtain required
regulatory approvals; changes in Portuguese, Spanish, Moroccan, or European green energy plans; the ability to obtain additional capital;
field conditions and the ability to increase production capacity; supply chain competition; changes adversely affecting the businesses
in which the Company is engaged; management of growth; general economic conditions, including changes in the credit, debit, securities,
financial or capital markets; and the impact of any adverse public health developments on the Company’s business and operations.
Should one or more of these material risks occur or should the underlying assumptions change or prove incorrect, the actual results of
operations are likely to vary from the projections and the variations may be material and adverse.
The forward-looking statements and projections
herein should not be regarded as a representation or prediction that the Company will achieve or is likely to achieve any particular results.
This Presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity,
debt, or other financial instruments of Fusion Fuel.
The Company cautions readers not to place undue
reliance upon any forward-looking statements and projections, which speak only as of the date made. The Company does not undertake or
accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Financial Update Presentation
The Company’s consolidated financial data
discussed herein is prepared in accordance with International Financial Reporting Standards as adopted by the International Accounting
Standards Board (“IFRS”) and is denominated in Euros (“EUR” or “€”). The numbers discussed in
this management letter have not been audited and therefore may vary to the final financial results disclosed by the company as part of
its annual report on Form 20-F described below. The unaudited consolidated financial data reflects, in the opinion of management, all
adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial data for
the periods indicated. The unaudited consolidated financial data should be regarded in conjunction with the audited consolidated financial
statements and notes thereto for the year ended December 31, 2022, included in the Company's Annual Report on Form 20-F for the year ended
December 31, 2022.
Use of Social Media as a Source of Material
News
The Company uses, and will continue to use, its
LinkedIn profile, website, press releases, and various social media channels, as additional means of disclosing information to investors,
the media, and others interested in the Company. It is possible that certain information that the Company posts on social media or its
website, or disseminates in press releases, could be deemed to be material information, and the Company encourages investors, the media
and others interested in the Company to review the business and financial information that the Company posts on its social media channels,
website, and disseminates in press releases, as such information could be deemed to be material information.
Dear Shareholders,
As we reflect on the past quarter and look ahead
to the future, we find ourselves at a crossroads. Since our inception, we have charted a course anchored in the principles of innovation,
disciplined capital management, and an unrelenting focus on operational and commercial excellence. However, for an early-stage company
in a high-velocity growth sector such as the one we play in, resilience and adaptability are key assets – rarely do events unfold
exactly as planned. In this context, it is imperative that we realign our goals and scrutinize our methodologies to ensure organizational
agility and alignment. As such, we feel the theme that best underscores this letter is one of recalibration.
When we first brought the HEVO-Solar to market
in early 2021, we believed it was uniquely positioned to make an immediate impact for off-grid, co-located green hydrogen applications.
Ultimately, while it has outperformed the specs we originally marketed and has been successfully deployed across several projects, due
to the way in which the permitting environment unfolded within our core markets, the HEVO-Solar proved to be the wrong fit. Nevertheless,
it served as a critical stepping-stone, laying a foundation that has enabled us to accelerate the time to market for our next-gen PEM
solution, the HEVO-Chain.
The introduction and ongoing commercialization
of our HEVO-Chain solution has provided us with the blueprint for success in this dynamic business environment. We have paired it with
a highly focused commercial strategy that capitalizes on the distinct advantages of our proprietary technology and distributed approach
to production. However, it is critical that our people and processes are in lockstep to ensure that our entire organization is fit for
purpose and aligned towards a common goal. This is a process that began in earnest during the second quarter, particularly from a commercial
perspective, but ultimately will be one of continuous improvement and transformation. Our evolution in strategy, which we will elaborate
on further, will enable us to better synchronize our teams with the strategic imperatives that drive value creation for our shareholders.
As we embark on this next phase, a laser-sharp
focus on our operational and commercial strategies becomes critical. We must channel our efforts into pinpointing what truly differentiates
us in the market, capitalizing on what sets us apart to generate lasting and impactful value. By focusing on our distinctive strengths
and pursuing avenues of growth align with those core competencies, we are confident in our ability to carve out a meaningful share of
the market. In doing so, we hope to move the needle on decarbonization while delivering substantial value for our shareholders.
Financial Update
Revised guidance
During the second quarter of 2023, we invoiced
€1 million to two customers with respect to ongoing technology projects. While this amount is lower than expected, we consider our
technology sale revenues for fiscal 2023 will be broadly in line with the guidance previously issued. We expect our invoicing to customers
to be ahead of plan, but our revenues will lag behind as given the nature of our technology sales, revenue recognition will be “back-ended”
as opposed to “over-time.”
The year to date has brought with it many key
learnings. One being the timescale to obtain various licenses / permits to develop hydrogen production plants. We have touched on this
before as we commented on the infancy of this relatively new industry but during this year, we have witnessed first-hand how such delays
can have a material impact on our business. We expect our development project revenue for fiscal 2023 to be €nil. This is a €20
million reduction from where we expected it to be. When we provided our initial guidance for 2023, we were pursuing the sale of two development
projects which represented combined electrolyzer capacity of 10 MWs. Both projects had significant grants awarded with the proviso being
that project completion was achieved during fiscal 2023. Given the licensing delays experienced to date, it will not be possible for these
projects to be completed within the allocated timeframe.
Despite the challenges faced during 2023, we are
increasingly confident in the sales pipeline that we have, particularly the larger and more advanced development projects given the potential
revenue that will be derived if we are able to convert these into technology sales. The transition from HEVO-Solar to HEVO-Chain has proven
to be a key enabler. As an integrated solar-to-hydrogen solution, the HEVO-Solar requires a significant physical footprint. Recent changes
in regulatory requirements in the Portuguese and Spanish have made it increasingly difficult to obtain the required approvals for projects
using our HEVO-Solar product. Therefore, wherever possible we have moved our own projects to the HEVO-Chain solution to avoid the issues
caused by the changes to the licensing process.
From a revenue guidance perspective, we consider
this to be a delay rather than a net reduction. For the two projects that will not take place as planned during 2023, we had identified
investors for both. Instead, we have shifted negotiations with these investors to other projects in our portfolio that are in similarly
advanced stages of development. The key point to note is that we are not starting from the bottom rung of the ladder. We will be able
to apply the valuable insights and expertise gained from the sales process of the two specific projects in 2023 to enhance the structure,
timing, and overall effectiveness of future negotiations.
Capital update
We must also address the proverbial elephant in
the room: our capital position. Strengthening our balance sheet and capital position was listed as a strategic priority for 2023. To date,
we have relied on the capital raised when the Group first listed on Nasdaq, grant inflows, sale and leaseback of our production facility,
short-term debt facilities backed by our VAT receivables in Portugal, sale of our ordinary shares through our ATM facility and finally,
from modest technology sales. As previously discussed, we continue to evaluate a range of solutions, both equity financing as well as
corporate debt facilities, to ensure we have sufficient runway to deliver on our business plan.
An imperative for management is to ensure we select
the financing option or options that best protect shareholder value, while still positioning us to meet the needs of the Company. Though
we look with envy at the strong cash position of some of our peers, our intention is not to fully fund the business plan on day one –
given our depressed share price, any significant financing ends up being a dilutive recapitalization of the Company, so we must move with
caution.
Fortunately, our lean cost structure gives us
flexibility to take a more calculated approach. As a result, our go-forward strategy is to secure sufficient capital that will enable
us to execute on near-term value milestones, before returning to the market at a position of greater strength to further solidify our
balance sheet. To that end, we continue to advance discussions with both existing investors as well as capital providers that are new
to Fusion Fuel on near-term solutions that would strengthen our liquidity position.
We remain deeply troubled by our present share
price, which we continue to view as significantly undervalued. This may stem from concerns about a potential substantial capital raise
and its associated dilution, along with our reduced cash reserves. Nevertheless, we firmly believe that the current share value does not
accurately reflect the potential opportunity set, the intrinsic value of our intellectual property, the anticipated revenues for the
projects currently under development, or the value of our own attractive green hydrogen project portfolio. We hope that as the business
continues to mature, and as we successfully deliver projects and secure contracts, that the share price will more closely reflect the
company’s true potential.
During the second quarter of 2023, we received
a further €0.5 million out of the €36 million previously approved by the Portuguese Government as part of Component 5 of their
Recovery and Resilience Plan (“C-5”). To date, we have received €6.5 million under this grant agreement. An additional
€0.4 million was received under this arrangement in July 2023. In July 2023, we also received the first €2m tranche as part
of our C-14 grant award. As previously noted, we were awarded €10m as part of the C-14 component.
During the second quarter of 2023, we repaid the
initial draw down (€2 million) from our debt facility with a Portuguese based financial institution that was specifically related
to our outstanding VAT receivables. We also drew down an additional €1.3 million under this facility during Q2 2023. following a
reimbursement request made to the Portuguese government for the same amount. This facility has allowed us to speed up our available cash
resources. This €1.3 million has been fully repaid.
Finally, during the third quarter of 2023, we
raised €0.4 million by selling 222,469 of our Class A ordinary shares through our At the Market Sales Agreement (“ATM”),
which was announced in June 2022. We view the ATM as an effective way to raise small amounts of capital relatively frictionlessly, but
we do not view it as a long-term solution. Our strategy in utilizing the ATM has been to employ it sparingly and judiciously, working
closely with our placement agents to ensure that they are only active during periods of strong volume and interest and that we avoid placing
excessive pressure on our stock. While we are disappointed by the recent weakness in our share price, we do not believe it is a direct
result of our selling stock through the ATM.
Cash outflows during the second quarter of 2023
included investment of €2.3 million in procurement, production, and research & development of our HEVO technologies. This
represents a reduction of €1.4 million versus the first quarter of 2023.
Our compensation expenses were lower than the
first quarter of 2023 as our headcount reduced. We also witnessed a reduction in our share-based payments expense due to certain leavers
forfeiting their right to awards previously granted. This will result in lower expenses going forward. During the second quarter of 2023,
we recorded €7.2 million in impairment charges relating to our inventory balance. We have performed a thorough review of all components
and the impairment charge is related to the components manufactured to legacy design and to those components that were earmarked for the
two development projects that will not proceed as planned during 2023. The recovery value of these components is still to be determined,
but at this time we have decided to impair the full value.
While the reduction in outflows can be attributed
to a more restrictive capital position, we have also embarked on a rigorous review of our cost base. From cost of materials to general
operating costs, we expect to see the benefits of this review in future periods.
At quarter-end, the value of net assets amounted
to €17.8 million, which represents a decrease of €12.2 million on the value at the March 31, 2023, mainly driven by the recent
inventory impairment. Our cash balance was €3.09 million on June 30, 2023.
Strategy and Commercial Update
While the second quarter of 2023 was relatively
modest in terms of commercial announcements, it stands out as a pivotal moment in our journey, defined by foundational shifts that we
believe will set the stage for future growth. During the quarter, our commercial team began an explicit and strategic transition, one
which saw them redirecting their focus onto near-term technology sales and new market development.
This transformation was catalyzed by the introduction
of our game-changing HEVO-Chain technology. This solution has one of the leading stack- and system-level efficiencies in the PEM electrolyzer
market, along with one of the lowest platinum group metals loading factors, around 80% below the targeted values in the European Clean
Hydrogen Roadmap. These technical advantages, combined with the HEVO-Chain's modular design characteristics and building-block approach,
make it a formidable offering in the PEM electrolyzer segment. Early indications of market acceptance reaffirm our commitment to thinking
outside the box and delivering innovative solutions that meet the ever-evolving needs of our industry.
In tandem with this shift in strategy, we recognized
the need for greater standardization and rigor in our approach to our sales and business development process. We made a concerted effort
during the quarter to revamp our practices and management systems, which is already starting to bear fruit. We are excited to report that
the early returns on our recent progress have been extremely positive.
Since the second quarter, our commercial team
has been hard at work executing our refined strategy. We have redoubled our efforts in Southern Europe, where we already have a strong
commercial presence, and have made promising inroads into priority markets in Northern Europe, a geography now open to us by virtue of
our HEVO-Chain solution.
To put this achievement into perspective, we have
generated more technology sale offers over the last three months alone than we did over the prior two years combined. This speaks volumes
about the dedication and adaptability of our commercial team, who have embraced the challenge of this strategic pivot. While this has
not yet translated to a positive revenue impact, we are confident that this shift will position us to close the year with greater visibility
into our 2024 order book.
In the interim, our existing project development
portfolio remains a critical driver for technology sales going forward. Over the course of the year, we have continued to deliver on our
development strategy, hitting significant value milestones that de-risk the portfolio and bring our projects closer to “shovel ready”
status. Most of our projects in Portugal have secured land and grant funding, with several already having received municipal approval
and environmental permits.
Our project development strategy remains unchanged
– our intention is to sell these project SPVs to industrial or infrastructure players at or prior to FID, enabling us to convert
them into technology sales. Cumulatively, our Portuguese projects represent more than €130 million in technology sale revenue, not
including any developer fees or revenues from engineering / EPC work or O&M contracts. We continue to actively engage in discussions
with a number of prospective counterparts, mostly large-scale infrastructure players, who are interested in our mid-to-large-scale project
portfolio. For one of our smaller projects, we recently signed an agreement with Hydrogen Ventures to reach FID on a €20+ million
project in Portugal by the end of this year.
One area where we have demonstrated notable success
has been in securing project grant funding. To that end, we recently submitted seven projects to the C-14 and H2 Pioneers II grant programs
in Portugal and Spain, respectively. We have submitted requests for approximately €65 million across the seven projects, which cumulatively
represent approximately 70 MW of electrolyzer capacity. We anticipate receiving funding decisions from the program administrators before
year-end.
In previous letters, we discussed at length the
importance of strategic partnerships to our commercial and go-to-market strategies. We highlighted several notable collaborations, such
as our partnerships with Toshiba Energy Systems and Toyota Material Handling España. Most recently, we have reached high-level
terms for a partnership with Duferco Energia to establish a commercial presence in the Italian market, leveraging their extensive local
sales network and deep expertise and capabilities. It will commence with the installation of the first-ever HEVO-Chain Series C, a 1 MW
containerized system, which we plan to deliver in 2024.
Channel partnerships are a critical element
of our go-to-market strategy. They are greater than the sum of their parts, helping to accelerate market development in new
geographies and bring significant local expertise to bear. To that end, we are actively engaged in extensive partnership discussions
with relevant counterparts and will share details on these as soon as possible, as we consider them to be key drivers of our future
growth. Wherever possible, our approach is to build a partnership around the creation of a demonstrator plant, particularly in
markets where we lack an operational presence, as we have done in Italy. This allows us to establish local track record and
credibility and showcase the advantages of our systems across multiple markets. This is exemplified by our ongoing collaboration
with BGR Energy, with which we are in discussions for a 1 MW demonstrator project in India.
Finally, we would like to address a significant
development in one of our core markets. The months of July and August marked critical milestones for our pioneering project for Exolum
in Madrid as we completed the acceptance tests for that facility. In addition, we are thrilled to share that our HEVO technology is performing
even better than we anticipated. The teams responsible for bringing this project to life did a remarkable job in delivering Southern Europe’s
first co-located solar-to-hydrogen refueling station, which will begin full refueling buses in September. Throughout the journey, we forged
strong ties to key suppliers and partners involved in the project; however, most notably, it was the strength of our engineering expertise
that was critical in turning this vision into a reality. The achievements in this project are a testament to our capabilities, and we
continue to receive inbound requests from interested parties as a result.
2022 ESG Report
During the second quarter we also published our inaugural ESG Report for the calendar year 2022. In the report we laid out our sustainability
roadmap and ESG strategy: Fueling a Sustainable Future. Underpinning our strategy was a comprehensive materiality assessment, intended
to help inform and prioritize the sustainability issues most relevant to our business and our primary stakeholders. As part of our disclosure,
we published an array of qualitative and quantitative indicators, including data pertaining to water and energy usage, green hydrogen
production, DEI statistics, health & safety metrics, and governance frameworks. Going forward, our intention is to implement management
systems that will allow us to more effectively collect and analyze our ESG data, particularly concerning benchmarking scope 1 and scope
2 GHG emissions.
Our commitment to sustainability is inextricably
linked to our Company’s mission to make the energy transition more accessible through the development of innovative clean hydrogen
solutions. We believe our modular electrolyzer technology and disruptive building-block approach can help unlock the transformative potential
of green hydrogen, fostering energy resilience and accelerating decarbonization, setting the stage for a cleaner, more sustainable energy
landscape.
We invite you to view our 2022 ESG Report at:
https://ir.fusion-fuel.eu/ESG_Report
Closing
The upcoming months promise a series of critical
events for our company, including the closing of ongoing tech and project sales processes, as well as the finalization of live partnership
discussions currently underway. With the continued commercialization of our market-leading HEVO-Chain offering, and the momentum we are
building within our sales process, we believe we have established a strong foundation for the years ahead.
We recognize the vital importance of fortifying
our capital position, but given our current undervaluation, it is important to note that we will continue to employ a measured and judicious
approach in evaluating potential financing solutions. With the recognition of more significant revenues later this year, the anticipated
resolution of our short-term liquidity concerns, and the potential for substantial orders for 2024 and 2025, we expect a substantial correction
to our current valuation, bringing it more in line with the immense opportunity that we believe is not fully reflected in our share price
at present.
As always, we want to extend our heartfelt gratitude
to you and to the entire Fusion Fuel team for embarking on this green hydrogen journey with us. Your unwavering support is instrumental
to our success.
Yours Sincerely,
| Frederico Figueira de Chaves |
André Antunes |
| Chief Executive Officer |
Chief Operating Officer |
| David Lovell |
Gavin Jones |
| Head of Commercial (Australia) |
Chief Financial Officer a.i. & Chief Accounting Officer |
| Jaime Silva |
João Teixeira Wahnon |
| Chief Technology Officer & Head of Innovation |
Global Origination & Head of Commercial (Spain & MENA) |
| Mario Garma |
|
| Chief Engineering Officer |
|
Second Quarter Highlights
| ▪ | Won
€2.46 million green hydrogen equipment supply contract with CSIC in Spain |
| ▪ | Published
inaugural ESG Report |
| ▪ | 1
MW project in Italy using Fusion Fuel technology awarded grant to support its execution |
| ▪ | Further
invoices issued for technology and turn-key project sales |
Subsequent Events
| ▪ | Announced
a long-term green hydrogen offtake contract with a Spanish industrial group |
| ▪ | Submitted
three Projects to Spanish H2 Pioneers II program and four projects to the new Portuguese C-14 program for a total of nearly 70 MW of
electrolyzer capacity |
| ▪ | Achieved
client acceptance at the Exolum hydrogen plant |
| ▪ | Creating
strategic partnership with Duferco Energia to enter Italian market, starting with a 1 MW HEVO-Chain Series NC project in Southern Italy |
| ▪ | Signed
agreement with Hydrogen Ventures to reach FID on a €20+ million project in Portugal by end of 2023 |
| ▪ | In
negotiations with BGR Energy to install 1 MW HEVO-Chain demonstrator in India in 2024 |
Key Figures
| KEY FINANCIALS & FIGURES (€000’s) (Unaudited) |
Q2 2023 |
Q1 2023 |
| o/w revenues1 |
- |
582 |
| o/w cost of goods sold2 |
(7,287) |
(1,120) |
| o/w share-based payment (non-cash) expenses3 |
(352) |
(855) |
| o/w operating expenses4 |
(4,634) |
(5,975) |
| o/w impairment of property, plant and equipment5 |
(205) |
- |
| OPERATING (LOSS) INCOME |
(12,478) |
(7,368) |
| o/w fair value movement – warrants6 |
309 |
4,975 |
| o/w finance gain/ (loss), net |
(122) |
(90) |
| o/w share of loss of equity-accounted investees |
(90) |
(115) |
| PRE-TAX (LOSS) / PROFIT |
(12,381) |
(2,598) |
1 The Q1 2023 is the first
quarter the Group recognized revenue from a technology sale relating to 62 HEVO-Solar units. No revenue was recognised in Q2 2023.
2 During Q4 2022, we recorded
an onerous contract provision charge of €6.52million relating to three technology sales contracts. The amount expensed during 2022
represented the total expected losses for these projects. During Q1 2023 we reversed some of this provision (€0.77 million) as
the projects progressed. The onerous provision charges are non-cash items. During Q1 2023, scrapping costs of €0.1 million were
incurred as part of the production of our product, the comparable amount recorded in Q2 2023 was €0.1 million. During Q2 2023,
we also recorded an impairment charge of €7.19 million for specific items of raw materials and work-in-progress that will no longer
be used by the Group. These items represent materials that were purchased & manufactured to legacy design.
3 Q2 2023 expense relates
to 125,099 RSU’s granted to employees, directors and consultants since year ended December 31, 2021, 2,128,554 options issued to
five senior managers and 143,628 options issued in Q1 2023 to its non-executive directors. During Q2 2023, we granted 57,472 RSUs to
employees whilst 13,465 RSUs were forfeited. During this quarter, this expense decreased as certain options (800,000) and RSU’s
(12,649) failed to meet the vesting conditions of the initial award. These were treated as forfeitures. We recorded a credit of €1.3
million during this quarter – €1.03 million in equity and €0.26 million in income statement relating to these forfeitures.
These are non-cash expenses.
4 These expenses are incurred
in the ongoing operations of the Group. Our operating expenses decreased by €1.34 million in Q2 2023. This decrease can be summarised
as follows:
| · | Decrease
of a non-recurring expense of €1.49 million during Q1 2023. This expense related
to a specific production line expected to be installed at our Benavente facility during
2023 that we will no longer utilise. Due to the change in approach, this amount did not meet
the required criteria for capitalization; |
| · | Decrease
of €0.2 million in personnel related costs because of reduction in headcount; and |
| · | Offset
by an increase of €0.19m of legal costs with lawyers. |
5 During Q2 2023 an impairment
of €0.21 million was recognized for equipment at the Benavente plant that will be sold during Q3 2023. This equipment was capitalized
during Q4 2022.
6 Warrants are re-measured
at fair value at each reporting date with changes in fair value recognized in profit or loss. The fair value of the warrants is determined
with reference to the prevailing market price on NASDAQ under the ticker HTOOW. No warrants have been exercised since Q1 2021. These
fair value movements represent non-cash items.
| KEY FINANCIALS & FIGURES (€000’s) (Unaudited) |
Q2 2023 |
Q1 2023 |
| |
|
|
| Property, plant and equipment1 |
28,755 |
23,736 |
| Intangible assets2 |
5,184 |
5,285 |
| TOTAL NON-CURRENT ASSETS |
33,939 |
29,021 |
| Trade receivables3 |
828 |
1,109 |
| Prepayments and other receivables4 |
4,002 |
4,437 |
| Inventory5 |
17,411 |
22,806 |
| VAT receivable6 |
1,397 |
4,238 |
| Cash and cash equivalents |
3,085 |
5,759 |
| TOTAL CURRENT ASSETS |
26,723 |
38,349 |
| TOTAL ASSETS |
60,662 |
67,370 |
| |
|
|
| Trade and other payables7 |
22,426 |
16,578 |
| Cost accruals |
2,452 |
2,233 |
| Deferred income8 |
7,544 |
6,237 |
| Provisions9 |
7,631 |
7,631 |
| Derivative financial instruments – Warrants10 |
2,367 |
2,676 |
| Loans and borrowings |
414 |
2,000 |
| TOTAL LIABILITIES |
42,834 |
37,355 |
| |
|
|
| TOTAL NET ASSETS |
17,828 |
30,015 |
| |
|
|
|
|
1 The balance includes our
Benavente facility (€9.90m), our Évora demonstrator plants (€4.39 million), and our HEVO-Sul project in Sines, Portugal
(€3.5 million). In addition, we have recognized Right-of-Use (RoU) assets for our lease arrangements in accordance with IFRS 16
Leases (€10.40 million). The increase registered during the second quarter is related with new equipment in Benavente and
new land leases which resulted in an increase of €0.78 million.
2 Includes IP that was transferred
during the 2020 merger (€1.9 million) and the spend incurred on our HEVO technology to date (€2.15 million, net of amortization
charges) along with amounts on future iterations of the HEVO (€0.37 million).
3 Trade receivables relates
to amounts owing from our technology sales customers.
4 Advanced payments to suppliers´
accounts for €1.16 million of this balance. In addition, we have deferred costs (€0.2 million), security deposits (€1.3
million) and a grant receivable balance of €0.8 million.
5 Inventory consists of raw
materials (€3.88 million) and work in progress (€13.53 million). This balance is net of impairment charges booked during
Q2 2023 (€7.19 million).
6 During Q2 2023, we received
€3.17 million in reimbursements relating to VAT which was offset by the submission of further claims during Q2 2023 of €0.41
million. During Q3 2023 to date, we have received a further €0.41 million.
7 €11.18 million
of this balance represents amounts owed to suppliers. The remaining balance relates primarily to IFRS 16 Lease bookings (€10.8
million).
8 €5.98 million of this
balance represents grant funding received in Dec. 2022, Q1 2023 and Q2 2023 for our C-5 project. The remaining balance (€1.57 million)
relates to technology sales that have not met the revenue recognition criteria.
9 During Q4 2022, we recorded
an onerous contract provision for our technology sales contracts. During Q1 2023 we reversed a portion of this provision as the projects
progressed.
10 The fair value of
the warrants is determined with reference to the prevailing market price of the warrants which trade on NASDAQ under the ticker HTOOW.
The market price at June 30, 2023, was $0.29 (March 31, 2023: $ 0.33).
| SHARES, WARRANTS AND EQUITY PLAN AT PERIOD END |
Q2 2023 |
Q1 2023 |
| ORDINARY SHARES – Class A1 |
14,532,500 |
14,532,500 |
| WARRANTS OUTSTANDING |
8,869,633 |
8,869,633 |
| RSUs OUTSTANDING |
127,071 |
80,276 |
| OPTIONS OUTSTANDING |
1,472,182 |
2,271,682 |
1 On June 6, 2022, we entered
into an At the Market Issuance Sales Agreement (“the ATM”) with B. Riley Securities, Inc., Fearnley Securities Inc., and
H.C. Wainwright & Co., LLC, pursuant to which the Company may offer and sell, from time to time, through or to the agents, acting
as agent or principle, shares of the Company’s common stock having an aggregate offering price of up to $30 million under the Company’s
Form F-3 registration statement. In Q2 2023, the amount available to be sold under the ATM was reduced to $10 million. During Q1 2023,
we sold 726,851 class A ordinary shares for net proceeds of $2,599,146 at an average sales price of $3.91 per share. We paid $77,974
in commissions to agents as part of these trades. No ATM Share were sold during Q2 2023. Between July 14, 2023 and August 1, 2023, we
sold 222,469 class A ordinary shares for net proceeds of $492,788 at an average sales price of $2.35 per share. We paid $20,490 in commissions
to agents as part of these trades.
| GRANT UPDATE – SUBSEQUENT TO MARCH 31, 2023 (€ millions) |
| |
TOTAL APPROVED |
TOTAL INVOICED
(TO DATE) |
| GRANT TOTAL2 |
60 |
9.6 |
2 Grant values include grants
awarded to Fusion Fuel's own projects as well as projects by third party clients and developers that include Fusion Fuel technology.
The grants relate to projects in Portugal, Spain and Italy. In Portugal, the grants also include the previously announced grants for
R&D and for our Benavente production facility.
|
Executive Offices
Ireland
Fusion Fuel Green Plc.
The Victorians
15 - 18 Earlsfort Terrace
Saint Kevin's - Dublin 2
Ireland
contact@fusion-fuel.eu
Portugal
Fusion Fuel Portugal
Rua da Fábrica, S/N, Sabugo
2715-376 Almargem do Bispo
Portugal
contact@fusion-fuel.eu
Shareholder Inquiries
Information about the firm, including all quarterly earnings releases
and financial filings with the U.S. Securities and Exchange Commission, can be accessed via our Web site at www.fusion-fuel.eu
Shareholder inquiries can also be directed to Investor Relations
via email at
ir@fusion-fuel.eu
|
|
Transfer Agent and Registrar for Common Stock
Questions from registered shareholders of FUSION-FUEL Green Plc.
regarding lost or stolen stock certificates, dividends, changes of address, and other issues related to registered share ownership should
be
addressed to:
Mark Zimkind
1 State Street
New York, NY 10004 |
16
Exhibit 99.2
ALL RIG HT S BELONG TO FUSION - FUEL 2Q 2023 PRESENTATION
ALL RIG HT S BELONG TO FUSION - FUEL — Disclaimer This presentation includes statements of future events, conditions, expectations, and projections of Fusion Fuel Green plc (t he “Company”). Such statements are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Ref orm Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and, consequently, you should not rely on these forward - looking statemen ts as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “ bel ieve,” “predict,” “potential,” and similar expressions are intended to identify such forward - looking statements. These forward - looking statements include, without limitation, estimate s and projections of future performance, which are based on numerous assumptions about sales, margins, competitive factors, industry performance and other factors whi ch cannot be predicted. Such assumptions involve a number of known and unknown risks, uncertainties, and other factors, many of which are outside of the Company’s con tro l, including, among other things: the failure to obtain required regulatory approvals; changes in Portuguese, Spanish, Moroccan, or European green energy plans; the abilit y t o obtain additional capital; field conditions and the ability to increase production capacity; supply chain competition; changes adversely affecting the businesses in which th e C ompany is engaged; management of growth; general economic conditions, including changes in the credit, debit, securities, financial or capital markets; or any adverse pu blic health developments on the Company’s business and operations. Should one or more of these material risks occur or should the underlying assumptions change or prov e i ncorrect, the actual results of operations are likely to vary from the projections and the variations may be material and adverse. The forward - looking statements and projections herein should not be regarded as a representation or prediction that the Company will achieve or is likely to achieve any particular results. The Company cautions readers not to place undue reliance upon any forward - looking statements and projections, which speak only a s of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward - looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Financial Update Presentation The Company’s consolidated financial data is prepared in accordance with International Financial Reporting Standards as adopt ed by the International Accounting Standards Board (“IFRS”) and is denominated in Euros (“EUR” or “€”). The numbers shown in this presentation have not been audited and t her efore may vary to the final financial results disclosed by the company as part of the annual report. The unaudited consolidated financial data reflects, in the opinion of man agement, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial data for the periods indicated. T he unaudited consolidated financial data should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022 in cluded in the Company's Annual Report on Form 20 - F for the year ended December 31, 2022. Use of Social Media as a Source of Material News The Company uses, and will continue to use, its LinkedIn profile, website, press releases, and various social media channels, as additional means of disclosing information to investors, the media, and others interested in the Company. It is possible that certain information that the Company posts on so cial media or its website, or disseminates in press releases, could be deemed to be material information, and the Company encourages investors, the media and others intere ste d in the Company to review the business and financial information that the Company posts on its social media channels, website, and disseminates in press releases, a s s uch information could be deemed to be material information.
ALL RIG HT S BELONG TO FUSION - FUEL ▪ Focus on Fusion ▪ Q2 Financials & Highlights ▪ Projects Update ▪ Technology Update ▪ 2023 Milestones and Priorities ▪ Q&A AGENDA
ALL RIG HT S BELONG TO FUSION - FUEL 01 – FOCUS ON FUSION
ALL RIG HT S BELONG TO FUSION - FUEL 5 Unique product offering based on patented micro - electrolyzer technology De - risked near - term project pipeline Differentiated strategy of tech sales and project development Significant growth potential from current platform ▪ Modular PEM architecture unlocks cost advantage at small - to - midscale project sizes ▪ Enables distributed hydrogen production, bypassing need for costly infrastructure buildout or last - mile logistics & distribution ▪ Diversified revenue streams from multifaceted commercial model (tech sales, project sales, development fees, O&M service fees, hydrogen sales) ▪ Development pipeline drives incremental technology sale demand ▪ €60+ million of grant funding awarded in Portugal and Spain ▪ 240+ MW technology sale pipeline through 2025 ▪ 1.5 GW project pipeline focused on Portugal, Spain, Italy and North America, with further potential growth ramp ▪ Production facility aims to reach 500 MW of annual electrolysis production capacity by the end of 2025; ‘cut & paste’ approach for new geographies 01 – FUSION FUEL AT A GLANCE Fusion Fuel is a pure - play green hydrogen solutions company. We are committed to making the energy transition more accessible through the development o f disruptive, scalable, modular hydrogen solutions.
ALL RIG HT S BELONG TO FUSION - FUEL 02 – Q2 FINANCIALS & HIGHLIGHTS
ALL RIG HT S BELONG TO FUSION - FUEL Key Developments ▪ Won € 2 . 46 million green hydrogen equipment supply contract with CSIC in Spain ▪ Published inaugural ESG Report ▪ 1 MW project in Italy using Fusion Fuel technology awarded grant to support its execution ▪ Further invoices issued for technology and turn - key project sales Subsequent Events ▪ Announced long - term green hydrogen offtake contract with a Spanish industrial group ▪ Submitted three projects to Spanish H 2 Pioneers II program and four projects to the new Portuguese C - 14 program, cumulatively representing nearly 70 MW of electrolyzer capacity ▪ Finalized acceptance tests at the Exolum hydrogen plant ▪ Creating strategic partnership with Duferco Energia to enter Italian market, starting with a 1 MW HEVO - Chain Series NC project in Southern Italy ▪ Signed agreement with Hydrogen Ventures to reach FID on a € 20 + million project in Portugal by end of 2023 ▪ In negotiations with BGR Energy to install 1 MW HEVO - Chain demonstrator in India in 2024 7 02 – SECOND QUARTER HIGHLIGHTS
ALL RIG HT S BELONG TO FUSION - FUEL Q1 2023 Q2 2023 KEY FINANCIALS & FIGURES (€000’s) (Unaudited) 582 - o/w revenues 1 (1,120) (7,287) o/w cost of goods sold 2 (855) (352) o/w share - based payment (non - cash) expenses 3 (5,975) (4,634) o/w operating expenses 4 - (205) o/w impairment of property, plant and equipment 5 (7,368) (12,478) OPERATING (LOSS) INCOME 1 The Q1 2023 is the first quarter the Group recognized revenue from a technology sale relating to 62 HEVO - Solar units . No revenue was recognised in Q2 2023. 2 During Q4 2022, we recorded an onerous contract provision charge of €6.52million relating to three technology sales contracts . The amount expensed during 2022 represented the total expected losses for these projects. During Q1 2023 we reversed some of this provision (€0.77 million) as the projects progressed. The onerous provision charges are non - cash items. During Q1 2023, scrapping costs of €0.1 million were incurred as part of the production of our product, the comparable amount recorded in Q2 2023 was €0.1 million . During Q2 2023, we also recorded an impairment charge of € 7.19 million for specific items of raw materials and work - in - progress that will no longer be used by the Group. These items represent materials that were purchased & manufactured to legacy design. 3 Q2 2023 expense relates to 125,099 RSU’s granted to employees, directors and consultants since year ended December 31, 2021 , 2,128,554 options issued to five senior managers and 143,628 options issued in Q1 2023 to its non - executive directors. During Q2 2023, we granted 57,472 RSUs to employees whilst 13,465 RSUs were forfeited. During this quarter, this e xpe nse decreased as certain options (800,000) and RSU’s (12,649) failed to meet the vesting conditions of the initial award. These were treated as forfeitures. We recorded a credit of €1.3 million during this quarter – €1.03 million in equity and €0.26 million in income statement relating to these forfeitures. These are non - cash expenses. 4 These expenses are incurred in the ongoing operations of the Group. Our operating expenses decreased by € 1.3 4 million in Q2 2023. This decrease can be summarised as follows: Decrease of a non - recurring expense of €1.49 million during Q1 2023. This expense related to a specific production line expected to be installed at our Benavente facility during 2023 that we will no longer utilise. Due to the change in approach, this amount did not meet the required criteria for capitalization; Decrease of €0.2 million in personnel related costs because of reduction in headcount; and Offset by an increase of €0.19m of legal costs with lawyers. 5 During Q2 2023 an impairment of €0.21 million was recognized for equipment at the Benavente plant that will be sold during Q3 2023. This equipment was capitalized during Q4 2022. 6 Warrants are re - measured at fair value at each reporting date with changes in fair value recognized in profit or loss. The fair value of the warrants is determined with reference to the prevailing market price on NASDAQ under the ticker HTOOW. No warrants have been exercised since Q1 2021. These fair value movements represent non - cash items. 8 Q1 2023 Q2 2023 KEY FINANCIALS & FIGURES (€000’s) (Unaudited) 4,975 309 o/w fair value movement – warrants 6 (90) (122) o/w finance gain/ (loss), net (115) (90) o/w share of loss of equity - accounted investees (2,598) (12,381) PRE - TAX (LOSS) / PROFIT 02 – FINANCIAL DATA (UNAUDITED)
ALL RIG HT S BELONG TO FUSION - FUEL Q1 2023 Q2 2023 KEY FINANCIALS & FIGURES (€000’s) (Unaudited) 23,736 28,755 Property, plant and equipment 1 5,285 5,184 Intangible assets 2 29,021 33,939 TOTAL NON - CURRENT ASSETS 1,109 828 Trade receivables 3 4,437 4,002 Prepayments and other receivables 4 22,806 17,411 Inventory 5 4,238 1,397 VAT receivable 6 5,759 3,085 Cash and cash equivalents 38,349 26,723 TOTAL CURRENT ASSETS 67,370 60,662 TOTAL ASSETS 9 1 The balance includes our Benavente facility (€9.90m), our Évora demonstrator plants (€4.39 million), and our HEVO - Sul project in Sines, Portugal (€3.5 million). I n addition, we have recognized Right - of - Use ( RoU ) assets for our lease arrangements in accordance with IFRS 16 Leases (€10.40 million). The increase registered during the second quarter is related with new equipment in Benavente and new land leases which resulted in an increase of €0.78 million. 2 Includes IP that was transferred during the 2020 merger (€1.9 million) and the spend incurred on our HEVO technology to date (€ 2.15 million, net of amortization charges) along with amounts on future iterations of the HEVO ( €0.37 million) . 3 Trade receivables relates to amounts owing from our technology sales customers. 4 Advanced payments to suppliers ´ accounts for €1.16 million of this balance. In addition, we have deferred costs (€0.2 million), security deposits (€1.3 milli on ) and a grant receivable balance of €0.8 million. 5 Inventory consists of raw materials (€ 3.88 million) and work in progress (€13.53 million). This balance is net of impairment charges booked during Q2 2023 ( €7.19 million). 6 During Q2 2023, we received €3.17 million in reimbursements relating to VAT which was offset by the submission of further claims during Q2 2023 of €0.41 mil lion . During Q3 2023 to date, we have received a further €0.41 million. 7 €11.18 million of this balance represents amounts owed to suppliers. The remaining balance relates primarily to IFRS 16 Lease b ookings (€10.8 million). 8 €5.98 million of this balance represents grant funding received in Dec. 2022, Q1 2023 and Q2 2023 for our C - 5 project. The remai ning balance (€1.57 million) relates to technology sales that have not met the revenue recognition criteria. 9 During Q4 2022, we recorded an onerous contract provision for our technology sales contracts. During Q1 2023 we reversed a po rt ion of this provision as the projects progressed. 10 The fair value of the warrants is determined with reference to the prevailing market price of the warrants which trade on NAS DA Q under the ticker HTOOW. The market price at June 30, 2023, was $0.29 (March 31, 2023: $ 0.33). Q1 2023 Q2 2023 KEY FINANCIALS & FIGURES (€000’s) (Unaudited) 16,578 22,426 Trade and other payables 7 2,233 2,452 Cost accruals 6,237 7,544 Deferred income 8 7,631 7,631 Provisions 9 2,676 2,367 Derivative financial instruments – Warrants 10 2,000 414 Loans and borrowings 37,355 42,834 TOTAL LIABILITIES 30,015 17,828 TOTAL NET ASSETS 02 – FINANCIAL DATA (UNAUDITED)
ALL RIG HT S BELONG TO FUSION - FUEL 1 On June 6, 2022, we entered into an At the Market Issuance Sales Agreement (“the ATM”) with B. Riley Securities, Inc., Fearnley Securities Inc., and H.C. Wainwright & Co., LLC, pursuant to which the Company may offer and sell, from time to time, through or to the agents, acting as agent or principle, shares of the Company’s common stock having an aggregate offering price of up to $30 million under the Company’s Form F - 3 registration statement. In Q2 2023, the amount available to be sold under the ATM was reduced to $10 million. During Q1 2023, we sold 726,851 class A ordinary shares for net proceeds of $2,599,146 at an average sales price of $3.91 per share. We paid $77,974 in commissions to agents as part of these trades. No ATM Share were sold during Q2 2023. Between July 14, 2023 and August 1, 2023, we sold 222,469 class A ordinary shares for net proceeds of $492,788 at an average sales price of $2.35 per share. We paid $20,490 in commissions to agents as part of these trades. Q1 2023 Q2 2023 SHARES, WARRANTS AND EQUITY PLAN AT PERIOD END 14,532,500 14,532,500 ORDINARY SHARES - Class A 1 8,869,633 8,869,633 WARRANTS OUTSTANDING 80,276 127,071 RSUs OUTSTANDING 2,271,682 1,472,182 OPTIONS OUTSTANDING 10 02 – FINANCIAL DATA (UNAUDITED) GRANT UPDATE – SUBSEQUENT TO JUNE 30, 2023 (€ millions) TOTAL INVOICED (TO DATE) TOTAL APPROVED 9.6 60 GRANT TOTAL 2 2 Grant values include grants awarded to Fusion Fuel's own projects as well as projects by third party clients and developers that include Fusion Fuel technology. The grants relate to projects in Portugal, Spain and Italy. In Portugal, the grants also include the previously announced grants for R&D and for our Benavente production facility. Fusion Fuel has submitted multiple submissions to grant programs in both Portugal and Spain in Q3 2023
ALL RIG HT S BELONG TO FUSION - FUEL 11 Projections are based on the financial and business model of Fusion Fuel, constitute “forward - looking statements” and involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different. See disclosures and disclaimers at the start of this presentation. Revenues & Gross Margins ▪ Our initial 2023 revenue forecast was based on: 1) technology sales with committed orders and 2) projects in advanced stages of development. The €25m was split between €5m for tech sales and €20m in proceeds associated with the company's own projects ▪ Revised 2023 revenue forecast excludes projects in advanced stages of development, which included two projects with grants that required completion during 2023. Due to delays in the licensing and permitting processes, the prospective clients for these two projects were moved to other projects in our portfolio for completion in 2024 ▪ Cost of Goods Sold (‘COGS’) will be lower due to the reduction in sales in 2023. In addition, losses associated with technology sales were recorded in previous periods which will result in lower COGS being recorded once the associated revenues are booked ▪ The Net Income / (Loss) amount includes impairment charges recorded during Q2 2023 and does not contemplate further impairments. This line item excludes amounts related to share - based payment costs and any fair value movements on warrants ▪ We expect to issue revised guidance for 2024/25 as part of our Q3 2023 investor update 02 – FINANCIAL DATA (UNAUDITED) Guidance - Revised Guidance - Initial Revenues Gross margin Production Capacity SG&A Net Income / (Loss) €25m <10% €17m (€15m) 50 MW €5m <10% €18m (€24m) 40 MW Working capital and CAPEX ▪ The 50MW of production capacity expected at the end of 2023 assumed some investment in a second production line that has been shifted to 2024. We will continue to aim to match actual production with client deliveries which may be lower than max production capacity ▪ Investments in development projects previously estimated at €7m will be lower given the licensing delays. This expenditure is at our discretion
ALL RIG HT S BELONG TO FUSION - FUEL 12 02 – FINANCIAL DATA (UNAUDITED) CASH INFLOWS REVENUE RECOGNITION Contract Signature Delivery of Operating Manuals Equipment Manufacture Equipment Delivery Mechanical & Electrical Works Installation & Commissioning CASH INFLOWS vs REVENUE RECOGNITION Note: the table above is illustrative; actual timing of revenue recognition may differ from contract to contract
ALL RIG HT S BELONG TO FUSION - FUEL 03 – PROJECTS UPDATE
ALL RIG HT S BELONG TO FUSION - FUEL 14 Exolum Green H2 Mobility Plant – In Operation ▪ Fusion Fuel designed and oversaw the installation and commissioning of the first solar to hydrogen refuelling station in Iberia for its client, Exolum ▪ The 21 HEVO - Solar units have a max production of 9kg/h (solar only) or 11 kg/h (using power grid) and includes compression to 500 barg and a hydrogen refuelling station ▪ Plant is expected to start refuelling buses in September H2 Dispenser Integrator Compressor 03 – EXOLUM SOLAR TO HRS PLANT Water Purifier
ALL RIG HT S BELONG TO FUSION - FUEL 15 Offtaker LoI / MoU Class V Financial model Environ. Permits Grants Secured 8 (million EUR) Electric grid connection (MVA) Municipality location approval Land Contracted COD 2 FID 1 H2 prod. (tons p.a.) Installed Electrolyzer Capacity (MW) Project x x x x (EUR 10) x 7 (12 MVA) x x 3 2024 Q4 2023 Q4 765 10 Sines I x x x (EUR 26) x 7 (100 MVA) x 3 2025 Q2 2024 Q2 9,250 90 Sines II x x x (EUR 3.6) 4 2025 Q2 2024 Q2 165 4 Elvas x x x 9 x (EUR 4.2) x 6 x 5 Q2 2025 2024 Q2 210 5 Azambuja x x Awaiting C14 result x Land belongs to Municipality Q4 2025 2024 Q2 2,100 25 Aveiro 1. Final Investment Decision; 2. Commercial Operating Date; 3 . Industrial site secured. Total of 7ha of industrial site secured in the highly competitive Sines Industrial Hub. Additionally, Fusion Fuel secured 150+ha of land to develop owned renewable power assets aiming to reduce the cost of energy sup ply (c.a. 70% of OPEX). 4. On client scope; 5. 0.6 ha of industrial site secured to install H2 production and hydrogen refueling station. 10 ha secured for renewable power so urcing. 6. Request for location approval submitted. Expected response in September 2023. 7. Letter with approval and confirming technical conditions to connect to electric utility received; 8. Contracted and secured. 9. Submitted. Portugal Project Portfolio Update Project Milestones Sines I (10 MW) Sines II (90 MW) Azambuja (5 MW) Elvas (4 MW) ▪ Portfolio with secured land in strategic sites and government grants to support deployment of the projects ▪ Total installed capacity of c.a. 110 MW with commissioning dates no later than 4Q 2025 ▪ €44m of governmental grant funding contracted and secured ▪ Green hydrogen production plants located in strategic hubs with high demand for green hydrogen ▪ > 170 hectares of secured plots for development of renewable power to ensure low cost of energy Aveiro (25 MW) 03 – FF’s OWN PROJECT PORTFOLIO IS A CRITICAL DRIVER FOR TECH SALES
ALL RIG HT S BELONG TO FUSION - FUEL 16 SPAIN – PERTE PORTUGAL – C - 14 03 – SPAIN PERTE & PORTUGAL C - 14 GRANT SUBMISSIONS Status M€ Grant MW Use case Project Awarded 3.35 2.5 Industry Toledo Submitted 9 5.7 Mobility (trucks + buses + forklifts) Zaragoza Submitted 14.4 5.6 Mobility (trucks + buses) Toledo II Submitted 1.33 1.6 Industry Client A Status M€ Grant MW Use case Project Awarded 10 10 Industry Sines I Submitted 15 25 Blending HEVO Aveiro Submitted 6.8 10 Blending / feedstock Client A Submitted 11.84 10 Mobility Client B Submitted 6.85 10 Blending / feedstock Client C 2022 2023 Recent submissions to new grant opportunities ▪ In addition to supplying hydrogen producing systems to third - party clients, Fusion Fuel continues to secure future green hydroge n projects for its own project portfolio, to then develop for sale to infrastructure partners ▪ In July, both Portugal and Spain had submission deadlines for their latest Recovery & Resilience grant programs o Fusion Fuel has submitted 2 projects in Spain and 1 project in Portugal for potential grant awards o Fusion Fuel was also the name d technology provider for submissions of 1 Spanish and 3 Portuguese third party projects
ALL RIG HT S BELONG TO FUSION - FUEL ▪ In June 2023, Fusion Fuel initiated a focused effort on third - party technology sales, having as of now submitted offers for appr oximately 30 third - party opportunities ▪ First offers have now been submitted for projects in Northern Europe, one of the priorities for 2023 ▪ Own projects, to be sold to an infrastructure investor, represent approximately 46 MW of the 222MW short to midterm pipeline ▪ Own projects currently being negotiated with third parties represent approximately €67m of potential revenues for Fusion Fuel 17 Note: 1 Includes already announced projects of Exolum , CSIC & KEME 2 Including Balance of Pla nt & Engineering for Exolum and CSIC 03 – CURRENT TECH SALES PIPELINE BREAKDOWN SUBMITTED PROPOSALS ~ 176 MW Potential Bookings ~ 222 M€ Offers submitted 41 Orders SHORT - LISTED ~ 46 MW Potential Bookings ~67 M€ Short - listed following competitive bid Contract negotiations 6 Orders AWARDED + BOOKED ORDERS ~ 5 MW 1 Potential Bookings ~ 11.3M€ 2 Firm commitments & Contract awarded 5 Orders Figures for each stage are as of mid - August 2023
ALL RIG HT S BELONG TO FUSION - FUEL Partners Offtake 18 Engineering BoP Procurement Construction Installation & Commissioning Fusion Fuel Core 03 – WHERE WE WANT TO PLAY Electrolyzer Fusion Fuel Core Fusion Fuel Optional Fusion Fuel Optional Fusion Fuel Partners ▪ Fusion Fuel ó s core business is the sale and installation & commissioning of our proprietary electrolyzer solutions ▪ Fusion Fuel has also developed unique expertise with specialist knowledge of hydrogen gas management, and project design and engineering, along with partnerships with key value chain partners for balance of plant equipment ▪ In certain markets, Fusion Fuel will also provide engineering and procurement services for a fee. This is a particular competitive advantage for clients that do not have substantial gas market knowledge ▪ Some proposals require a substantial degree of engineering to be able to be submitted. For certain core markets, Fusion Fuel ó s engineering team can undertake this work, for others we will look for local partners with relevant expertise
ALL RIG HT S BELONG TO FUSION - FUEL Duferco Energia , a company of the Duferco Group, is an operator active across the full spectrum of the Italian energy market from renewable production, to trading, to the supply to the end - user and the development of energy efficiency services : ▪ Fusion Fuel and Duferco are working together on a commercial agreement to develop an Italian sales force team to market the new HEVO - Chain technology. This partnership will leverage Duferco’s network and commercial capabilities, which will allow for a faster and broader market coverage ▪ Duferco was awarded a grant to install a 1 MW green hydrogen plant in 1 H 2025 to reduce the carbon footprint of a local refinery. As a result, Fusion Fuel will provide a 1 MW HEVO - Chain Series C electrolyser solution 19 Italy Other Partnerships Fusion Fuel is actively engaged in establishing several key partnerships, to open and engage in markets where Fusion Fuel would have limited ability to cover by itself . These include : ▪ Partnership for a specific European country, aimed to cover both the development and CAPEX funding required to deliver on several of the large - scale projects Fusion Fuel is engaged on ▪ Partnership to develop hydrogen projects and potential tech sales representation in North America ▪ Partnership to provide hydrogen technology to projects in India with the potential to consider production facility in the future Further information will be provided as the partnership discussions evolve 03 – STRATEGIC PARTNERSHIPS
ALL RIG HT S BELONG TO FUSION - FUEL ▪ HPA for the supply of fuel cell grade green hydrogen in Portugal ▪ 3 tons in 2023 ▪ 30 tons per year as of 2024 ▪ 10 - year agreement 20 HYDROGEN VENTURES DOUROGAS SPAIN CLIENT A ▪ Fusion Fuel’s first offtake contract aimed at blending green hydrogen within the Portuguese natural gas grid, and a first - of - its - kind agreement in Portugal ▪ 10 - year agreement ▪ The price has as reference gas prices (TTF) plus CO 2 emissions avoided ▪ Long - term green hydrogen offtake contract with a Spanish industrial group ▪ 111.5 tons per year ▪ Client A will buy the green hydrogen necessary to offset 30% of their annual energy consumption and thereby significantly reduce carbon emissions 03 – HPA SECURED Fusion Fuel has 14 MOUs signed for ~3,000 tons and another 5 under negotiation to supply hydrogen in Iberia. The Green Hydrog en economy is at an early stage and these first MoUs provide a critical foothold for Fusion Fuel in the region.
ALL RIG HT S BELONG TO FUSION - FUEL 04 – TECHNOLOGY UPDATE
ALL RIG HT S BELONG TO FUSION - FUEL 22 04 – COMPARATIVE ADVANTAGE 1 Platinum group metals (PGMs) comprise of platinum, palladium, rhodium, ruthenium, iridium and osmium. PGMs identified by the European Commission COM (2020) 474 as Critical Raw Materials due to Supply Chain Risk and Economic Importance, being South Africa and Russia the main global producers. 2 New anode design currently under field t est s validation. Market - leading system efficiency of 51.8 kWh/kg at 4 barg ; PEM stack efficiency of 47.8 kWh/kg 20.2 kW building blocks provide unprecedented modularity in plant design Industry - leading precious metal utilization; 2,000 hours validated at 0.18 mg/W Production throughput to deliver in ~8 months vs. typical 18 – 24 - month lead time Modular approach minimizes disruption during maintenance, ensuring production continuity Advantages of Fusion Fuel’s HEVO - Chain Technology As of today, PGM 1 footprint of the HEVO is ~ 36% lower than US DoE Roadmap and ~ 80% lower than EU Clean Hydrogen Roadmap PGM Loading, Fusion Fuel Roadmap vs. Benchmark
ALL RIG HT S BELONG TO FUSION - FUEL 05 – 2023 MILESTONES
ALL RIG HT S BELONG TO FUSION - FUEL 24 2 – 3 – 1 – 4 – SALES & GRANTS o 2023 revenue target contracted o 2024 pipeline with confirmed orders x Secure grants for company - owned plants and for third - party projects TECH DEVELOPMENT x Finalize trials and development of HEVO - Chain o Introduce O2 Capture System PROJECT DEVELOPMENT o Kick - off development of projects that will be in construction in 2023 and 2024 o Secure required licenses / permits for existing project portfolio Our key milestones for 2023: PRODUCTION o Expand production capacity to 50 MW 5 – SAFETY x Health & Safety as a core pillar of Firm’s culture x Implement robust safety protocols o Zero significant safety incidents Company - wide x Complete o In Progress 05 – 2023 MILESTONES
ALL RIG HT S BELONG TO FUSION - FUEL 25 1. Commence commercial activities in Northern Europe ▪ Began offering the HEVO - Chain solution to potential clients in Northern Europe during Q3 of 2023 2. Strengthen balance sheet and capital position ▪ In discussions with investors and prospective capital providers to strengthen liquidity position ▪ Current approach is to secure sufficient capital to meaningfully extend runway to execute on near - term value milestones, then further solidify our balance sheet from a position of greater strength 3. Develop technology for large - scale projects ▪ HEVO - Chain offerings developed for both 5 & 10 MW scale projects and can be scaled up using established modules 4. Continue to prioritize corporate culture ▪ Implement systems to support transition from an early - stage to a growth - stage, more mature company ▪ Continue to right size company structure and costs, making strategic resource allocation changes 5. Pursue strategic commercial and production partnerships ▪ Established strategic partnership for Italy. Pursuing other partnerships for certain European countries and other markets whe re Fusion Fuel is not currently active or that are of strategic importance 05 – 2023 STRATEGIC PRIORITIES
ALL RIG HT S BELONG TO FUSION - FUEL Q&A
Fusion Fuel Green (NASDAQ:HTOO)
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