Exhibit 4.1

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND THIS SECURITY WAS ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND SIMILAR EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT

FUSION FUEL GREEN PLC

This PRE-FUNDED ORDINARY SHARES PURCHASE WARRANT (this “Warrant”), dated [__], 2026, certifies that, for value received, [__] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time from and after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fusion Fuel Green PLC, a public limited company incorporated in Ireland (the “Company”), up to [__] Class A ordinary shares of the Company, with a nominal value of $0.0035 each (a “Share” and, collectively, the “Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. [Reserved]

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by email (or email attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date the Holder delivers the Notice of Exercise, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver to the Holder any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. For purposes hereof, a “Trading Day” is a day on which the Shares are traded on a Trading Market.

b) Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0035 per Warrant Share, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $0.0035 per Warrant Share) shall be required to be paid by the Holder to any person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining unpaid exercise price per Share under this Warrant shall be $0.0035 (the “Exercise Price”).

“Trading Market” means any of the following markets or exchanges on which the Shares are listed or quoted for trading on the date in question: the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTCQX, or the OTCQB.

c) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Company’s transfer agent (“Transfer Agent”) to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). provided, however, that if payment of the aggregate Exercise Price is received after 12:00 P.M., New York City time on the Warrant Share Delivery Date, then the Warrant Share Delivery Date shall be extended by one (1) additional Trading Day. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Shares as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Securities Purchase Agreement, the Company agrees to use reasonable efforts to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the date following the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall round up to the next whole share.

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

viii. [Reserved]

d) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Shares beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred share or warrants, including other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall not have an obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Shares, a Holder may rely on the number of outstanding Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of Shares then outstanding. In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

a) Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Shares or any other equity or equity equivalent securities payable in Shares (which, for avoidance of doubt, shall not include any Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Shares into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding Shares into a smaller number of shares, or (iv) reclassification of its shares solely into another class of shares then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be adjusted solely to maintain the holder’s proportionate interest such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) The Holder shall not be entitled to participate in any cash dividends, distributions of assets, spin-offs, rights offerings, or other corporate distributions made to holders of Shares, except for strictly proportional adjustments to the Exercise Price and number of Warrant Shares required under Section 3(b). No other adjustment shall be made under this Section 3(b).

c) In the event of a merger, consolidation, reorganization, or other transaction in which the Company’s Shares are converted solely into the right to receive other equity securities of the Company or its successor, this Warrant shall be adjusted only as strictly required to preserve the Holder’s proportional interest as set forth in Section 3(c). No cash, property, or other non-equity consideration shall be issuable upon exercise of this Warrant, and no adjustment shall be made based on market value, intrinsic value, or economic equivalence. The successor entity shall assume this Warrant solely with respect to delivering a fixed number of equity securities upon exercise.

d) Calculations. All calculations under this Section 3 shall be made by the Company to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Shares (excluding treasury shares, if any) issued and outstanding.

e) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Shares, (C) the Company shall authorize the granting to all holders of the Shares rights or warrants to subscribe for or purchase any shares of capital of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Shares, any consolidation or merger to which the Company (or any of its material subsidiaries) is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Shares are converted into other securities, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of Shares of record shall be entitled to exchange their Shares for securities, deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the material subsidiaries, the Company shall simultaneously file or furnish such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Securities Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the office of the Company designated for such purpose, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an Assignment Form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, deliver an unqualified opinion of counsel issued to the Company and reasonably acceptable to the Company.

e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise of this Warrant, except as expressly set forth in Section 3. In no event shall the Company be required to net cash settle any exercise of this Warrant, and the Company shall only be required to deliver Warrant Shares upon exercise in accordance with this Warrant..

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.

d) Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its constitution or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. The Company and the Holder agree that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against the Company, the Holder or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. The Company and the Holder each irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Warrant), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. The Company and the Holder each irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If the Company or the Holder shall commence an action or proceeding to enforce any provisions of this Warrant, the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

g) Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Securities Purchase Agreement.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

NOTICE OF EXERCISE

TO: FUSION FUEL GREEN PLC

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of lawful money of the United States.

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC Account Number:

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ___________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: _____________________________________________________

Name of Authorized Signatory: _______________________________________________________________________

Title of Authorized Signatory: ________________________________________________________________________

Date: ___________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Dated: _________________ ___, _______

Exhibit 10.1

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of February ____ 2026, by and among Fusion Fuel Green Public Limited Company, a company duly incorporated and existing under the laws of Ireland and having its shares listed on the Nasdaq stock exchange (the “Company”), and the shareholders of Royal Uranium Inc. who are signatories to this Agreement, together with all shareholders that sign a joinder to this Agreement to become bound by the terms hereof (collectively, the “RU Shareholders”), a company duly incorporated and existing under the laws of British Columbia, Canada (“Royal Uranium”). Capitalised terms used in this Agreement are defined in Annex 1 attached hereto.

WHEREAS, the Company wishes to acquire Royal Uranium and the RU Shareholders wish to exchange their shares in Royal Uranium for shares in the Company;

WHEREAS, for the purposes of the acquisition and calculation of the consideration, Royal Uranium is valued at USD 15,000,000 (the “Purchase Price”);

WHEREAS, in furtherance of the foregoing, it is agreed that the RU Shareholders will sell up to one hundred percent (100%) of the issued and outstanding shares in the capital of Royal Uranium issued and outstanding as at the Closing Date, being 78,581,029 common shares (the “Royal Uranium Shares”), to the Company, in consideration for the allotment and issuance by the Company to the RU Shareholders of up to 3,750,025 ordinary shares in the capital of the Company, in accordance with each RU Shareholder’s respective allocation as set out in Annex 2 (the “HTOO Shares”) (the “Share Exchange”) (the “Transaction”);

WHEREAS, immediately following the closing of the Transaction contemplated by this Agreement, the Company shall own up to one hundred percent (100%) of the share capital and voting rights of Royal Uranium and thus Royal Uranium shall become a subsidiary of the Company;

WHEREAS, both the board of directors of the Company and of Royal Uranium have each determined that it is desirable and in the best interests of their respective shareholders of their respective companies to effect the Share Exchange;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

At the Closing: (i) each RU Shareholder shall sell, transfer, convey and deliver to the Company the Royal Uranium Shares it owns free and clear of all Liens, in consideration for which the Company shall allot and issue to each such RU Shareholder the HTOO Shares, free and clear of all Liens (other than the restrictions imposed by Section 7 of this Agreement), in the proportions set out in Annex 2; and (ii) each party shall deliver any other closing deliverables required by this Agreement, including the certificates (if any) or instruments evidencing the transfer of the Royal Uranium Shares.

Each RU Shareholder may elect to receive pre-funded warrants to subscribe for shares in the Company (at an exercise price per share equal to the nominal value of the shares) in lieu of the HTOO Shares but only to the extent that the allotment to any of them of HTOO Shares would result in their beneficial holding of shares in the Company exceeding 9.99% of the issued share capital of the Company. Such right of election shall only exist in respect of such number of shares in the Company as would result in their beneficial holding exceeding the aforementioned 9.99% threshold, and the aforementioned RU Shareholders shall be required to accept the allotment of HTOO Shares pursuant to this Agreement up to such 9.99% threshold.

The closing (the “Closing”) of the Transaction contemplated by this Agreement shall take place electronically on the third Business Day following satisfaction or waiver of all conditions and obligations of the parties to consummate the Transaction contemplated hereby (other than conditions and obligations with respect to the actions that the respective parties will take at Closing) or such other date and time as the parties may mutually determine (the “Closing Date”). All documents shall be exchanged electronically in portable document format (.pdf), or other mutually agreed electronic format, save for documents required by law or as otherwise agreed by the parties to be delivered in hard copy at the offices of the counsel to the Company. Electronic delivery of documents shall be deemed effective upon transmission to the email addresses specified in Section 10.1.

If, within a period of 30 days following the date of this Agreement (subject to such extension as may be agreed between the Company and the Representative Shareholders), RU Shareholders holding not less than 75% of the issued shares in the capital of Royal Uranium have not signed this Agreement or a joinder to this Agreement in the form attached as Annex 3 to this Agreement, the Company may elect to implement the Transaction by way of a plan of arrangement or in such other manner as may be permitted by Canadian Law (subject in all instances to such corporate and shareholder approvals as may be required on the part of the Company and the RU Shareholders), rather than by way of the Share Exchange.

ARTICLE II

Each of the RU Shareholders represent and warrant severally (and not jointly) to the Company that:

Such RU Shareholder has all requisite corporate (if it is a corporation) and other power and authority to enter into this Agreement and to consummate the Transaction. The execution and delivery of this Agreement by such RU Shareholder and the consummation by the RU Shareholder of the Transaction have been (or at Closing will have been) duly authorised by all necessary corporate action (if it is a corporation) on the part of such RU Shareholder. This Agreement has been duly executed and when delivered by such RU Shareholder shall constitute valid and binding obligations of such RU Shareholder, enforceable against such RU Shareholder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the Share Exchange and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any Lien upon any of the Assets of Royal Uranium.

No consent, approval, Order or authorisation of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to such RU Shareholder in connection with the execution and delivery of this Agreement by such RU Shareholder or the consummation by such RU Shareholder of the Transaction.

There is no suit, action or proceeding or investigation pending or, to the Knowledge of such RU Shareholder, threatened against or affecting such RU Shareholder that, individually or in the aggregate, could reasonably be expected to prevent, hinder or materially delay the ability of such RU Shareholder to consummate the Transaction, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity outstanding against such RU Shareholder having any such effect.

Such RU Shareholder is an “accredited investor” as defined in Regulation D promulgated by the SEC under the Securities Act (which definition is set out in Annex 4 to this Agreement). Such RU Shareholder is knowledgeable about the industry in which the Company operates and is informed as to the risks of entering into the Transaction Documents.

ARTICLE III

Each of the Representative Shareholders jointly and severally represent and warrant to the Company that:

Each member of the Royal Uranium Group (provided that to the extent this representation and warranty pertains to 2681911 Alberta Ltd., such representation and warranty is qualified by the Knowledge of the RU Representative Shareholders):

Royal Uranium does not own directly or indirectly, any equity or ownership interest in any other company, corporation, partnership, joint venture or otherwise, other than its three wholly-owned subsidiaries: 1382907 B.C. Ltd.; 2681911 Alberta Ltd. and 1000871349 Ontario Inc., and one wholly-owned subsidiary, the shares of which are in the process of being released from a share pledge agreement: 1485568 B.C. Ltd. (the “Subsidiaries”). Royal Uranium and the Subsidiaries are together referred to as the “Royal Uranium Group”.

Royal Uranium has an unlimited number of common shares authorised and 78,581,029 common shares will be issued and outstanding as at the Closing Date. Agreement. All issued and outstanding shares in the capital of Royal Uranium are duly authorised, validly issued, fully paid and non-assessable and not subject to pre-emptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Royal Uranium. Except with respect to 1485568 B.C. Ltd., 100% of the shares in the Subsidiaries are owned by Royal Uranium; the shares of 1485568 B.C. Ltd. are in the process of being released from a share pledge agreement. To the extent that any of the Royal Uranium Shares have not yet been issued as at the date of this Agreement, the Representative Shareholders shall procure that Royal Uranium shall allot and issue such Royal Uranium prior to completion of the Transaction, such that those Royal Uranium Shares will form part of the Royal Uranium Shares to be acquired by the Company on Completion.

Royal Uranium has all requisite corporate and other power and authority to consummate the Transaction. The consummation by Royal Uranium of the Transaction has been (or at Closing will have been) duly authorised by all necessary corporate action on the part of Royal Uranium. The consummation of the Share Exchange will not, conflict with, or result in any breach or violation of, or Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or Assets of Royal Uranium or any member of the Royal Uranium Group (provided that to the extent this representation and warranty pertains to: (a) 2681911 Alberta Ltd., such representation and warranty is qualified by the Knowledge of the RU Representative Shareholders; and (b) 1485568 B.C. Ltd. such representation and warranty is qualified by the fact that the shares of 1485568 B.C. Ltd. are in the process of being released from a share pledge agreement).

No consent, approval, Order or authorisation of, or registration, declaration or filing with, or notice to, any Governmental Entity in Canada, is required by or with respect to any member of the Royal Uranium Group (provided that to the extent this representation and warranty pertains to 2681911 Alberta Ltd., such representation and warranty is qualified by the Knowledge of the RU Representative Shareholders) in connection with the consummation by Royal Uranium of the Transaction, except where the failure to obtain such consent, approval, Order or authorisation, or obtain or make such registration, declaration, filing or notice, would not reasonably be expected to have a Material Adverse Effect.

Each member of the Royal Uranium Group (provided that to the extent this representation and warranty pertains to 2681911 Alberta Ltd., such representation and warranty is qualified by the Knowledge of the RU Representative Shareholders) has made all filings, returns and submitted all other documents as are required by Law to be filed with a Governmental Authority in Canada, except: (a) with respect to the annual Tax Returns for 2024, the preparation and filing of which are in process; or (b) where the failure to make filings, returns or submissions would not reasonably be expected to have a Material Adverse Effect. As of their respective dates or if amended, as of the dates of the amendments, the financial statements of Royal Uranium complied as to form in all material respects with applicable accounting requirements and the published rules and regulations applicable thereto. Such financial statements have been prepared, in all material respects, in accordance with IFRS, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of Royal Uranium as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Royal Uranium (or a member of the Royal Uranium Group) is party to the Royal Uranium Royalty Agreements and such agreements are, as at the date of this Agreement (which shall be deemed to be repeated at Closing by reference to the position as at the date of Closing), to the Knowledge of the Representative Shareholders (other than in respect of the royalty interests acquired from Altius Royalty Corporation which were acquired on an “as is” basis and accordingly, the foregoing representation and warranty is limited thereby), in full force and effect and have been validly executed by Royal Uranium (or a member of the Royal Uranium Group), and to the Knowledge of the Representative Shareholders (other than in respect of the royalty interests acquired from Altius Royalty Corporation which were acquired on an “as is” basis and accordingly, the foregoing representation and warranty is limited thereby), all other parties thereto. Royal Uranium shall, and the Representative Shareholders shall procure that Royal Uranium shall, take all commercially reasonable efforts to preserve intact such agreements for the period up to and including to the Closing Date such that the Royal Uranium Royalty Agreements shall remain in full force and effect, to the Knowledge of the Representative Shareholders (other than in respect of the royalty interests acquired from Altius Royalty Corporation which were acquired on an “as is” basis and accordingly, the foregoing representation and warranty is limited thereby), as at the Closing Date.

Each of the representations and warranties made by the Representative Shareholders in this Agreement (taking into account any Knowledge, materiality and/or Material Adverse Effect contained therein), and, to the knowledge of the Representative Shareholders, all statements set forth in the certificates delivered by the Representative Shareholders on Closing pursuant to this Agreement, are true, correct and complete in all material respects do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, misleading.

ARTICLE IV

The Company is duly organised, validly existing and in good standing under the Laws of Ireland and has the requisite corporate power and authority and all government licenses, authorisations, Permits, consents and approvals required to own its assets and carry on its business as now being conducted, except where the failure to have such government licenses, authorisations, Permits, consents and approvals would not reasonably be expected to have a Material Adverse Effect. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so registered or in good standing would not reasonably be expected to have a Material Adverse Effect.

The Company has an authorised share capital of USD 351,212.50 divided into 100,000,000 A Ordinary Shares; 2,125,000 B Ordinary Shares; 10,000,000 preferred shares and 25,000 deferred ordinary shares. As of February 11, 2026, the Company has 2,345,718 ordinary shares issued and outstanding (which number may increase between the date of this Agreement and Closing by virtue of any further investment that may be made in the Company during that period). All outstanding shares in the capital of the Company are duly authorised, validly issued, fully paid and non-assessable and not subject to pre-emptive rights. The HTOO Shares issuable in connection with the Share Exchange will be duly authorised, validly issued, fully paid and non-assessable and not subject to pre-emptive rights or Liens (other than the restrictions provided at Section 7 of this Agreement).

The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the Transaction. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transaction have been (or at Closing will have been) duly authorised by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the Share Exchange and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or Assets of the Company.

No consent, approval, Order or authorisation of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transaction, other than shareholder approval and such notifications, filings and approvals as are required under the Irish Takeover Panel Act 1997, Takeover Rules, 2022 (the “Takeover Rules”), which approvals and necessary consents shall be obtained by the Company on or prior to the Closing Date.

The Company has filed all reports, schedules, forms, statements and other documents required by Law to be filed by it with the SEC (the “Company Documents”). As of their respective dates or if amended, as of the dates of the amendments, the Company Documents complied in all material respects with the requirements of the rules and regulations applicable to the Company Documents, and none of the Company Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included in the Company Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations applicable thereto. Such financial statements have been prepared in accordance with IFRS, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

All of the representations and warranties made by the Company in this Agreement, and all statements set forth in the certificates delivered by the Company on Closing pursuant to this Agreement, are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, misleading.

ARTICLE V

From the date of this Agreement and until the Closing Date, or until the prior termination of this Agreement, the Representative Shareholders shall use commercially reasonable efforts to procure that no member of the Royal Uranium Group shall, unless agreed to in writing by the Company:

From the date of this Agreement and until the Closing Date, or until the prior termination of this Agreement, the Company shall not, unless agreed to in writing by the Representative Shareholders:

If any party receives any unsolicited offer, inquiry or proposal to enter into discussions or negotiations relating to an Alternative Acquisition, or that could reasonably be expected to lead to an Alternative Acquisition, or any request for non-public information relating to Royal Uranium or the Company (other than from a respective representative), such party shall promptly notify the other parties thereof, including information as to the identity of the party making any such offer, inquiry or proposal and the specific terms of such offer, inquiry or proposal, as the case may be, and shall keep the parties promptly informed of any developments with respect to same.

Following execution of this Agreement and in accordance with the Company’s obligations on Closing as set out in section 6.2(b) below, the Company shall:

The Company shall use all reasonable endeavours to procure that the EGM is held, and shareholder approval of the Transaction is obtained (including, without limitation, by including in the Circular a recommendation to vote in favour of the Transaction and a statement that all directors and officers of the Company have agreed to so vote in favour), as soon as reasonably practicable following the date of this Agreement. The Company shall keep the Representative Shareholders reasonably informed of progress in relation to the preparation of the Circular and the convening of the EGM.

The Representative Shareholders and Company shall promptly notify each other of:

The Company and the Representative Shareholders shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated hereby that are required or permitted to be filed on or before the Closing Date. All parties agree that the Company will pay any real property, transfer or gains tax, stamp tax, stock transfer tax, or other similar tax imposed on the transactions contemplated by this Agreement (collectively, “Transfer Taxes”). The Representative Shareholders shall cooperate with Company in the filing of any returns with respect to the Transfer Taxes to the extent reasonably requested by the Company.

The Company and the Representative Shareholders further agree to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the obtaining of all other necessary actions or nonactions, waivers, consents, licenses, Permits, authorisations, Orders and approvals from Governmental Entities and the making of all other necessary registrations and filings required in order to consummate the Transaction, (ii) the obtaining of all consents, approvals or waivers from third parties required in connection with the Transaction, (iii) the satisfaction of all conditions precedent to the parties’ obligations hereunder, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction, and to fully carry out the purposes of, this Agreement.

Each party will be responsible for all of the legal, accounting and other expenses incurred by such party hereto in connection with the transactions contemplated by this Agreement.

The Representative Shareholders and the Company will give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any authorisations, consents, and approvals of Governmental Entities required in connection with the consummation of the Transaction.

ARTICLE VI

The respective obligations of Company and the RU Shareholders to consummate the transactions contemplated herein are subject to the satisfaction or waiver in writing at or prior to the Closing Date of the following conditions.

No temporary restraining Order, preliminary or permanent injunction issued by any court of competent jurisdiction preventing or prohibiting the consummation of the Transaction shall be in effect; provided, however, that each of Company and the Representative Shareholders shall have used its commercially reasonable efforts to prevent the entry of such Orders or injunctions and to appeal as promptly as possible any such Orders or injunctions that may be entered.

The obligations of Company to consummate the Transaction are also subject to the satisfaction or (save where required by Law) waiver in writing at or prior to the Closing Date of the following conditions.

Such RU Shareholders that have not signed this Agreement shall have executed a joinder to this Agreement in a form attached as Annex 3 to this Agreement, such that the RU Shareholders that have signed this Agreement and those that have executed the aforementioned joinder shall together hold not less than 75% of the issued shares in Royal Uranium immediately prior to completion of the Transaction.

The Company shall have obtained the requisite shareholder approval as required by the Takeover Rules.

The representations and warranties of the RU Shareholders and the Representative Shareholders contained in this Agreement and in any certificate or other writing delivered to Company pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except if made as of a specified date, in which case such representation and warranty shall be true and correct in all material respects as of such date), and Company shall have received a certificate to such effect signed by the Representative Shareholders.

Royal Uranium and the RU Shareholders shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and Company shall have received a certificate to such effect signed by the Representative Shareholders.

All consents, waivers, approvals, authorisations or Orders required to be obtained, and all filings required to be made, by Royal Uranium or the RU Shareholders for the authorisation, execution and delivery of this Agreement and the consummation by it of Transaction shall have been obtained and made by Royal Uranium or the RU Shareholders (as applicable).

Since the date of this Agreement, there shall not have been any Material Adverse Effect on Royal Uranium.

The share capital of Royal Uranium as at immediately prior to Closing shall be as set out in Annex 2.

The obligations of the RU Shareholders to consummate the Transaction are also subject to the satisfaction or (save where required by Law) waiver in writing at or prior to the Closing Date of the following conditions.

The Company shall have obtained the requisite shareholder approval as required by the Irish Takeover Panel Act 1997, Takeover Rules.

The representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered to the Shareholder Representatives pursuant hereto shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except if made as of a specified date, in which case such representation and warranty shall be true and correct in all material respects as of such date), and the Representative Shareholders shall have received a certificate to such effect signed by the Company.

Company shall have performed or complied, in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Representative Shareholders shall have received a certificate to such effect signed by the Chief Executive Officer of Company.

All consents, waivers, approvals, authorisations or Orders required to be obtained, and all filings required to be made, by Company for the authorisation, execution and delivery of this Agreement and the consummation by it of the Transaction shall have been obtained and made by Company.

Since the date of this Agreement, there shall not have been any Material Adverse Effect on the Company.

ARTICLE VII

ARTICLE VIII

This Agreement may be terminated at any time prior to the Closing Date:

As used herein, the “Final Date” shall be the date falling 12 months from the date of this Agreement.

Any termination of this Agreement under Section 9.1 above will be effective immediately upon by the delivery of written notice of the terminating party to the other parties hereto specifying with reasonable particularity the reason for such termination.

In the case of any termination of this Agreement as provided in this Section 9, this Agreement shall be of no further force and effect, and nothing herein shall relieve any party from liability for any prior breach of this Agreement.

(the “Minimum Claim Threshold”), in which case the RU Shareholder or the Company (as applicable) shall be liable for the entire amount of the Losses incurred in aggregate (and not merely the excess above the applicable Minimum Claim Threshold).

Nothing in this Agreement shall in any way restrict or limit the general obligation at Law of a Claiming Party to mitigate any loss or damage which it may suffer or incur by reason of the breach by a Responding Party of any representation, warranty, or covenant under this Agreement; and a Claiming Party shall be required to use commercially reasonable efforts to seek recovery, settlement, or otherwise from any other person. Without limiting the foregoing, to the extent any applicable Losses are reasonably likely to be recovered through any insurance policies, indemnities, or other reimbursement arrangements maintained or held by a Claiming Party, its Affiliates and/or each of their respective shareholders, officers, directors, employees and agents, then the Claiming Party shall (and shall procure that its Affiliates and its and their respective shareholders, officers, directors, employees and agents) use commercially reasonable efforts to make a claim and collect under such policies, and the amount of Losses suffered or incurred by the Claiming Party in respect of such claim shall be deemed to be reduced by any amounts actually received by the Claiming Party, its Affiliates and/or each of their respective shareholders, officers, directors, employees and agents under such policies as a result of the applicable matter giving rise to the applicable Losses, less any costs and expenses incurred in connection with any such recoveries, including any deductibles, if applicable.

A Claiming Party shall not be entitled to double recovery for any claim even though the claim may have resulted from the breach of more than one of the representations, warranties, and covenants made by the Responding Party in this Agreement. If the amount of any Losses incurred by a Claiming Party at any time subsequent to the receipt of a payment by the Responding Party under this Agreement is reduced by any recovery, settlement, or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement, or payment by or against any other person, the Claiming Party shall promptly notify the Responding Party in writing of the nature and amount of such reduction (and any costs, expenses or premiums directly incurred in connection therewith), and the amount of such reduction (less any such costs, expenses or premiums) shall promptly be paid by the Claiming Party to the Responding Party.

Save in the case of fraud, the provisions of this Article 9 (together with any other Article or Section referred to herein) constitute the sole monetary remedy available to the parties in respect of any claim for breach of covenants, representation, warranty or other obligation or provision of this Agreement and in respect of any and all other indemnities provided in this Agreement.

ARTICLE IX

All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient; (ii) when sent by electronic mail, on the date of transmission to such recipient if transmitted prior to 4:00 pm in the jurisdiction of the recipient, and if after 4:00 pm, then on the next Business Day in such jurisdiction; and (iii) one Business Day in the jurisdiction of the recipient after being sent to the recipient by reputable overnight courier service (charges prepaid); in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this section. All communications shall be sent to the parties at the following information specified below (or at such other information for a party as shall be designated in advance written notice to the other parties hereto):

Fusion Fuel Green Public Limited Company

9 Pembroke Street Upper,

Dublin, Dublin,

D02 KR83

Ireland

Attention: Frederico Figueira De Chaves

Email: fchaves@fusion-fuel.eu

Royal Uranium Inc.

Suite 2200, 885 West Georgia Street

Vancouver, British Columbia

V6C 3E8, Canada

Attention: Anthony Milewski

Email: anthony@blackvulcan.com

This Agreement may be amended by a subsequent writing signed by each of the parties.

At any time prior to the Closing, any party hereto may with respect to any other party hereto (a) extend the time for performance of any of the obligations or other acts, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (c) waive compliance with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.

No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other rights. Except as otherwise provided hereunder, all rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transaction is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible, in a mutually acceptable manner, to the end that transactions contemplated hereby are fulfilled to the extent possible.

This Agreement constitutes the entire agreement and supersedes all prior agreements and undertakings both oral and written, among the parties, or any of them, with respect to the subject matter hereof and, except as otherwise expressly provided herein.

No party may assign this Agreement or assign its respective rights or delegate their duties (by operation of Law or otherwise), without the prior written consent of the other parties. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their permitted assigns and respective successors, and other than as expressly set forth herein, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, including, without limitation, by way of subrogation.

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Each of the Parties hereby irrevocably attorns and submits to the arbitral jurisdiction set forth in Section 10.11 and, with respect to any matters not determined by arbitration, to the exclusive jurisdiction of the courts sitting in Vancouver, British Columbia, Canada and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

This Agreement may be executed and delivered in one or more counterparts (including by electronic means and by electronic mail in portable document format), and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

Each party to this Agreement represents that it: (a) has been represented in connection with the negotiation and preparation of this Agreement by counsel of that party’s choosing (or has been given the opportunity to obtain independent legal advice and declined to seek such advice); (b) has authority to enter into and sign the Agreement; and (c) enters into and signs the same by its own free will.

Whenever any action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such action taken on the next Business Day following such day.

For purposes of this Agreement, references to the masculine gender shall include feminine and neuter genders and entities. Where a reference in this Agreement is made to a section or Annex, such reference shall be to a section of or Annex to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” References to a “party” or “parties” shall mean Company, Royal Uranium and/or RU Shareholders, as applicable. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement.

[Remainder of Page Intentionally Left Blank; Signature Pages to Follow]

IN WITNESS WHEREOF, each of the parties has executed or caused this Share Exchange Agreement to be executed as of the date first written above.

ANNEX 1

CERTAIN DEFINITIONS

The following terms, as used in the Agreement, have the following meanings:

“Affiliate(s)” shall have the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.

“Alternative Acquisition” means any recapitalisation, restructuring, financing, merger, consolidation, sale, or other business combination transaction or extraordinary corporate transaction of Royal Uranium or the Company (as applicable) which would or could reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement, including a firm proposal to make such an acquisition.

“Assets” of a Person shall mean all of the assets, properties, businesses and rights of such Person of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued or contingent, or otherwise relating to or utilised in such Person’s business, directly or indirectly, in whole or in part, whether or not carried on the books and records of such Person, and whether or not owned in the name of such Person or any Affiliate of such Person and wherever located.

“Business Day” means a day, other than a Saturday, Sunday or statutory holiday, when banks are generally open for the transaction of banking business in the City of Vancouver, British Columbia, Canada; New York, United States of America; Dublin, Ireland; and Lisbon, Portugal.

“Contract” means any written or oral agreement, arrangement, commitment, contract, indenture, instrument, lease, obligation, plan, restriction, understanding or undertaking of any kind or character, or other document to which any Person is a party or by which such Person is bound or affecting such Person’s capital stock, Assets or business.

“Default” means (i) any breach or violation of or default under any Contract, Order or Permit, (ii) any occurrence of any event that with the passage of time or the giving of notice or both would constitute a breach or violation of or default under any Contract, Order or Permit, or (iii) any occurrence of any event that with or without the passage of time or the giving of notice would give rise to a right to terminate or revoke the current terms.

“GAAP” means generally the accepted accounting principles of the relevant jurisdiction.

“Governmental Entity” or “Governmental Authority” means any government or any agency, bureau, board, directorate, commission, court, department, official, political subdivision, tribunal, or other instrumentality of any government, whether federal, state or local, domestic or foreign.

“IFRS” means International Financial Reporting Standards.

“Irish Takeover Panel” means the statutory body responsible for monitoring and supervising takeovers and other relevant transactions in relevant companies in Ireland, established pursuant to the Irish Takeover Panel Act 1997, (as amended), and including any successor body thereto.

“Irish Takeover Panel Act 1997” means the Irish Takeover Panel Act 1997 (as amended from time to time), and any legislation re-enacting, consolidating or replacing the same.

“Knowledge” means in the case of Royal Uranium, the actual knowledge of the Representative Shareholders, and knowledge that a reasonable person in such capacity should have after due inquiry, and means in the case of any other party, the actual knowledge of the officers of a party, and knowledge that a reasonable person in such capacity should have after due inquiry.

“Law” means any code, law, ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person or its Assets, liabilities or business promulgated by any Governmental Entity.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect to such asset.

“Loss” or “Losses” means all losses, damages, costs, expenses, penalties, fines and liabilities actually suffered or incurred and paid (including reasonable legal fees and disbursements); provided that “Loss” and “Losses” shall not include any indirect, consequential, special, punitive or exemplary damages.

“Material” and “Materially” for purposes of this Agreement shall be determined in light of the facts and circumstances of the matter in question, provided that any specific monetary amount stated in this Agreement shall determine materiality in that instance.

“Material Adverse Effect” means, with respect to any Person, a material adverse effect on the operations or financial condition of the, business, Assets, liabilities of such Person and its Subsidiaries taken as a whole; provided, however, that any adverse change, event, development or effect arising from or relating to any of the following shall not be taken into account in determining whether there has been a Material Adverse Effect (and therefore shall not constitute a Material Adverse Effect): (a) general business or economic conditions, (b) national or international political or social conditions, including the engagement by a jurisdiction in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon a jurisdiction , or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of such jurisdiction, (c) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (d) changes in generally accepted accounting principles of the relevant jurisdiction, (e) changes in laws, rules, regulations, orders, or other binding directives issued by any Governmental Entity, (f) any act of God, pandemics, natural disasters or similar calamities, or (g) the taking of any action required by this Agreement and the other agreements contemplated hereby.

“Order” means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling, or writ of any Governmental Entity.

“Person” means an individual, a corporation, a partnership, an association, a trust, a limited liability company or any other entity or organisation, including a government or political subdivision or any agency or instrumentality thereof.

“Permit” means any federal, state, local, and foreign governmental approval, authorisation, certificate, consent, easement, filing, franchise, letter of good standing, license, notice, permit, qualification, registration or right of or from any Governmental Entity (or any extension, modification, amendment or waiver of any of these) to which any Person is a party or that is binding upon or inures to the benefit of any Person or its securities, Assets or business.

“Representative Shareholders” means collectively, Anthony Milewski and Mark Schipperheijn.

“Royal Uranium Data Room” means the documents relating to Royal Uranium and the transactions contemplated by this Agreement and which were sent by email from the Representative Shareholders to the CEO or the CFO of the Company, a copy of which is maintained by the Company.

“Royal Uranium Royalty Agreements” means the royalty agreements entered into by Royal Uranium in respect of the uranium royalty assets, as disclosed in the Royal Uranium Data Room.

“Resale Registration Statement” means a Registration Statement on Form F-3 under the Securities Act or a Registration Statement Form F-1 under the Securities Act.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means, with respect to any Person, (i) any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof (as applicable) is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and (ii) any partnership (a) the sole general partner or managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

“Transaction” means the transaction that is the subject of this Agreement.

“Transaction Documents” means the Agreement, and any other document executed and delivered pursuant hereto together with any exhibits or schedules to such documents.

ANNEX 2

RU SHAREHOLDERS; ROYAL URANIUM SHARES; HTOO SHARES

ANNEX 3

FORM OF JOINDER AGREEMENT

JOINDER

TO THE SHARE EXCHANGE AGREEMENT

All capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Share Exchange Agreement (as defined below).

For valid consideration, I do hereby confirm and agree that:

ANNEX 4

DEFINITION OF “ACCREDITED INVESTOR” UNDER RULE 501 OF REGULATION D OF THE SECURITIES ACT

(a) Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

Note 1 to paragraph (a)(5):

For the purposes of calculating joint net worth in this paragraph (a)(5): Joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard of this paragraph (a)(5) does not require that the securities be purchased jointly.

Note 1 to paragraph (a)(8):

It is permissible to look through various forms of equity ownership to natural persons in determining the accredited investor status of entities under this paragraph (a)(8). If those natural persons are themselves accredited investors, and if all other equity owners of the entity seeking accredited investor status are accredited investors, then this paragraph (a)(8) may be available.

Note 1 to paragraph (a)(9):

For the purposes this paragraph (a)(9), “investments” is defined in rule 2a51-1(b) under the Investment Company Act of 1940 (17 CFR 270.2a51-1(b)).

Note 1 to paragraph (a)(10):

The Commission will designate professional certifications or designations or credentials for purposes of this paragraph (a)(10), by order, after notice and an opportunity for public comment. The professional certifications or designations or credentials currently recognized by the Commission as satisfying the above criteria will be posted on the Commission’s website.

Exhibit 99.1

Fusion Fuel Inks Transformational Agreement to Acquire a Portfolio of Nineteen High-Quality Uranium & Gas Royalties Based in the Americas

Dublin, February 18, 2026 — Fusion Fuel Green PLC (NASDAQ:HTOO) (“Fusion Fuel” or the “Company”), an integrated green energy engineering, distribution, and solutions provider, is pleased to announce that it has entered into a definitive agreement to acquire a controlling interest in Royal Uranium Inc. (“Royal Uranium”), a diversified portfolio of uranium royalties spanning the exploration and development sectors of the mining cycle (the “Portfolio”), in a strategic share exchange transaction.

This acquisition is expected to provide Fusion Fuel with direct exposure to one of the most compelling and increasingly fundamental asset classes supporting global energy security and the rapid expansion of AI-driven infrastructure and the nuclear power required to support it.

A Strategic Entry into Clean Energy Royalties

By gaining meaningful exposure to sixteen (16) uranium and three (3) natural gas royalties in the Americas, Fusion Fuel believes that it is poised to secure long-term economic participation in the energy sources increasingly required to power AI infrastructure, electrification and global decarbonization. The acquisition is expected to position Fusion Fuel at the intersection of three powerful structural trends:

Global data center power demand is expected to grow more than 160% by 2030, with AI-related power demand projected to increase materially over the balance of the decade.1 At the same time, uranium demand is forecast to increase significantly through 2040, with supply growth lagging demand, creating a structural deficit environment.2 The Portfolio includes royalties from some of the globe’s most significant uranium miners operating projects located in world-class uranium districts, including:

Sources

1 https://www.goldmansachs.com/images/migrated/insights/pages/gs-research/gs-sustain-generational-growth-ai-data-centers-global-power-surge-and-the-sustainability-impact/sustain-data-center-redaction.pdf

2 https://redcloudfs.com/the-global-uranium-market-in-3-charts/#:~:text=Despite%20these%20risks%2C%20the%20demand,to%20achieve%20zero%2Dcarbon%20targets

High-Quality Uranium Exposure in Tier-One Jurisdictions with World Class Partners

Immediate Cash Flow and Energy Diversification

The diversified royalty base is expected to provide exposure across multiple uranium operations, development stages and jurisdictions — while avoiding direct operating risk and capital intensity typically associated with mining companies.

In addition to uranium royalties, the Portfolio includes producing Alberta natural gas royalties that are operating and already generate cash flow. Natural gas provides reliable, dispatchable baseload power and complements nuclear energy in supporting expanding data center infrastructure.

These producing royalties are expected to provide near-term revenue while maintaining leverage to long-term structural energy demand growth.

A Capital-Efficient, High-Margin Business Model

The royalty structure is expected to provide Fusion Fuel with:

As uranium markets move deeper into structural supply deficits and nuclear energy regains global policy support, the embedded optionality within this royalty Portfolio has the potential to significantly enhance shareholder value.

Transformational Impact for Fusion Fuel

This acquisition is expected to materially strengthen Fusion Fuel’s strategic positioning and significantly enhance its exposure to a rapidly appreciating and increasingly essential asset class.

By securing a diversified Portfolio of clean energy royalties, Fusion Fuel is expected to:

Management believes this transaction represents a foundational step in building a differentiated clean energy royalty platform focused on powering the next generation of global energy demand.

Company Insights

“By agreeing to acquire exposure to uranium and clean energy royalties, we are entering an asset class that is experiencing strong structural growth and is increasingly central to global energy development,” said JP Backwell, Chief Executive Officer of Fusion Fuel. “As electrification accelerates and AI-driven infrastructure continues to expand, reliable and scalable clean energy sources, in particular nuclear energy, are expected to play a critical role. We believe this acquisition meaningfully enhances our long-term strategic positioning and supports our ambition to meaningfully participate in the energy systems that will underpin future global growth. As we move forward, our aim is to expand on this strong starting Portfolio in the uranium and nuclear related industries.”

Frederico Figueira de Chaves, Fusion Fuel’s Interim Chief Financial Officer and Chief Strategy Officer, noted, “We believe this acquisition is highly compelling from both a financial and strategic standpoint. The Portfolio comprises high-quality royalty assets that offer attractive long-term optionality. Importantly, these assets are expected to provide exposure to potential upside without requiring additional capital investment by the Company. In addition, we believe this positions Fusion Fuel to be a valuable and strong option for those interested in exposure to the expected growth for the nuclear industry and energy transition in general. This transaction reflects our disciplined, capital-efficient approach to value creation, and we intend to continue to evaluate and cultivate similar strategic opportunities as we build and expand our clean energy royalty platform.”

Transaction Details

Fusion Fuel has entered into a definitive Share Exchange Agreement dated February 18, 2026 (the “Agreement”) with certain shareholders of Royal Uranium, pursuant to which Fusion Fuel is expected to acquire between 75-100% of the shares of Royal Uranium, in consideration for the allotment of up to 3,750,025 shares in Fusion Fuel to the current shareholders of Royal Uranium.

Closing of the transaction is subject to certain conditions, including but not limited to:

The transaction is expected to close in the first half of 2026. A further description of the terms and conditions of the transaction has been separately disclosed in a Form 6-K furnished today with the U.S. Securities and Exchange Commission (the “SEC”). 

About Fusion Fuel Green PLC

Fusion Fuel Green PLC (NASDAQ: HTOO) provides integrated energy engineering, distribution, and green hydrogen solutions through its Al Shola Gas, BrightHy Solutions, and BioSteam Energy platforms. With operations spanning LPG supply to hydrogen and bio-steam solutions, the Company supports decarbonization across industrial, residential, and commercial sectors. For more information, please visit www.fusion-fuel.eu.

About Royal Uranium Inc.

Royal Uranium is a private energy royalty entity holding a Portfolio of tier one high-quality uranium and natural gas royalties across premier mining jurisdictions in the Americas, operated by experienced industry partners. The Portfolio is designed to provide long-duration exposure to commodity price upside while minimizing operating risk through the royalty model. For more information, please visit www.royaluranium.com.

Forward-Looking Statements

This press release and the statements contained herein include “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation, the parties’ ability to complete the transaction, the Company’s ability to integrate Royal Uranium’s assets into its business, the ability of the parties to obtain Irish regulatory approval and any other required third-party consents and approvals in connection with the transaction, obtain the approval of the Company’s shareholders, and to meet all other closing conditions; the realization of revenues from the assets of Royal Uranium, including its uranium and natural gas royalties, which may depend on, among other things, the degree of success in obtaining regulatory acceptance of, and market demand for, uranium and natural gas as sources of energy; competition from existing or new offerings that may emerge; impacts from strategic changes to the Company’s business on net sales, revenues, income from continuing operations, or other results of operations; the Company’s ability to obtain sufficient funding to maintain operations and develop additional services and offerings; and the risks and uncertainties described under Item 3. “Key Information – D. Risk Factors” and elsewhere in the Company’s Annual Report on Form 20-F filed with the SEC on May 9, 2025 (the “Annual Report”), and other filings with the SEC. Should any of these risks or uncertainties materialize, or should the underlying assumptions about the Company’s business and the commercial markets in which the Company operates prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in the Annual Report. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.

Responsibility Statement

The directors of Fusion Fuel (the “Directors”) accept responsibility for the information contained in this announcement other than that relating to Royal Uranium and, to the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Investor Relations Contact

ir@fusion-fuel.eu

www.fusion-fuel.eu