Fusion Fuel executes Heads of Terms with Alien Energy

Fusion Fuel (HTOO) Green executed a Heads of Terms with Alien Energy aimed at delivering a specialized fuel solution for a project in South Africa. The Heads of Terms supersedes the Non-Binding Letter of Intent that was announced by the Company in a press release issued on August 11, 2025. The Heads of Terms is intended to establish a joint venture to develop a biomass-powered steam energy project at a large-scale dairy processing facility in South Africa owned by the project’s client, a global multinational food and beverage firm. The contemplated project is intended to replace a fossil-fuel-based steam generation system at the Facility with a proprietary carbon-neutral biomass system, enable substantial industrial decarbonization, and unlock recurring long-term revenue streams for the joint venture. Strategic Highlights and Decarbonization Impact Industrial Decarbonization – The contemplated project is intended to target significant scope 1 and scope 2 emissions reductions by replacing the Facility’s fossil-fuel-based steam systems with a proprietary biomass solution. It is intended to help the Client achieve its net-zero commitments while contributing to South Africa’s broader decarbonization objectives. Joint Venture Structure – The Heads of Terms contemplates that Fusion Fuel will hold a 51% ownership stake in the JV, with Alien Energy retaining the remaining 49%. Capital Commitments – The Heads of Terms contemplates that Fusion Fuel will invest ZAR 10 million over the installation of the plant to fund construction and commissioning. Carbon Credits – The project is intended to generate carbon credits from verified emissions reductions from landfill avoidance and fuel-switching benefits, which are intended to be ring-fenced within the joint venture. Financial Impact for Fusion Fuel Subject to execution of definitive agreements and the satisfaction of other closing conditions, the project is expected to generate recurring annual revenues for the JV through a contemplated long-term steam supply agreement with the Client. Subject to a ZAR 120,000 per-month management drawings cap, Fusion Fuel is expected to benefit from: 51% of revenues generated by the joint venture Revenue sharing of certain verified carbon credit revenues Rights of first refusal on certain other projects with Alien Energy. This structure is intended to further establish Fusion Fuel’s revenue base from sustainable energy infrastructure markets. The transaction is intended to close on or before October 1, 2025, subject to the execution of definitive agreements and completion of closing conditions. Project commissioning is targeted to commence around end of this year, with procurement and construction commencing immediately following closing. The description of the terms of the Heads of Terms above may not reflect all material terms. The terms contained in the Heads of Terms may be superseded in some or all respects upon the Company’s entry into definitive agreements.