Fusion Fuel (NASDAQ: HTOO) moves into uranium royalties with $15M Royal Uranium deal
Rhea-AI Filing Summary
Fusion Fuel Green PLC has signed a Share Exchange Agreement to acquire Royal Uranium Inc., valuing the Canadian royalty company at
The deal is expected to give Fusion Fuel a 75–100% interest in Royal Uranium and exposure to a portfolio of sixteen uranium and three natural gas royalties in the Americas, including producing Alberta gas royalties. Closing is targeted for the first half of
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Insights
Fusion Fuel is pivoting into uranium and gas royalties through a $15,000,000 Royal Uranium acquisition.
Fusion Fuel plans to acquire between 75–100% of Royal Uranium Inc. via a share exchange valued at
The portfolio spans sixteen uranium and three natural gas royalties across the Americas, including producing Alberta gas royalties that already generate cash flow. The structure avoids direct operating and capital-expenditure risk while providing potential upside to uranium and natural gas prices, but actual benefit will depend on commodity markets and project performance.
Completion hinges on several milestones, including Irish Takeover Panel approval of a shareholder circular, Fusion Fuel shareholder approval at an EGM, and at least 75% of Royal Uranium shares signing on. Lock-up periods of up to 18 months on larger recipients may temper near-term selling pressure once Fusion Fuel later registers these shares for resale.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: February, 2026.
Commission File Number: 001-39789
Fusion Fuel Green PLC
(Translation of registrant’s name into English)
9 Pembroke Street Upper
Dublin D02 KR83
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On February 18, 2026, Fusion Fuel Green PLC, an Irish public limited company (the “Company”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”), dated as of February 18, 2026, among the Company and certain shareholders (the “RU Shareholders”) of Royal Uranium Inc., a company incorporated under the laws of British Columbia, Canada (“Royal Uranium”).
Pursuant to the Share Exchange Agreement, the RU Shareholders will sell up to 100% of the issued and outstanding shares in the capital of Royal Uranium (78,581,029 common shares) to the Company in exchange for up to 3,750,025 Class A Ordinary Shares of the Company with nominal value $0.0035 per share (“Class A Ordinary Shares”) or pre-funded warrants (“Pre-Funded Warrants”) to subscribe for up to such number of Class A Ordinary Shares (at an exercise price per share equal to the nominal value of the shares) in lieu of the Class A Ordinary Shares to the extent that the allotment of Class A Ordinary Shares would result in such shareholders’ beneficial ownership of shares in the Company exceeding 9.99% of the issued share capital of the Company (the “Securities Exchange”). The Securities Exchange will result in Royal Uranium becoming a subsidiary of the Company. The Share Exchange Agreement provides that Royal Uranium is valued at $15,000,000.
The closing of the Securities Exchange (the “Closing”) will take place electronically on the third business day following satisfaction or waiver of all conditions to consummate the Securities Exchange or such other date and time as the parties may mutually determine. The Share Exchange Agreement provides that if, within 30 days following the date of the Share Exchange Agreement, subject to extension by agreement between the Company and Anthony Milewski and Mark Schipperheijn (each of whom is an RU Shareholder, and together, the “Representative Shareholders”), RU Shareholders holding not less than 75% of the issued shares in Royal Uranium have not signed the Share Exchange Agreement or a joinder thereto, the Company may elect to implement the Securities Exchange by way of a plan of arrangement or in such other manner as may be permitted by Canadian law.
The Closing is subject to certain conditions, including: (i) that no temporary restraining order, preliminary or permanent injunction issued by any court of competent jurisdiction preventing or prohibiting the consummation of the Securities Exchange shall be in effect; (ii) that RU Shareholders holding not less than 75% of the issued shares in Royal Uranium shall have signed the Share Exchange Agreement or executed a joinder thereto; (iii) that the Company shall have obtained the requisite shareholder approval as required by the Irish Takeover Panel Act 1997, Takeover Rules, 2022 (the “Takeover Rules”); (iv) the accuracy of the representations and warranties of the parties in all material respects; (v) compliance by the parties with their covenants and agreements in all material respects; and (vi) the absence of any material adverse effect on either Royal Uranium or the Company since the date of the Share Exchange Agreement.
From and after the date of the Share Exchange Agreement until the earlier of the Closing or the termination of the Share Exchange Agreement, the Company, Royal Uranium, and each RU Shareholder shall not, directly or indirectly, (i) initiate, solicit, encourage, negotiate, accept or discuss any transaction or series of transactions with any person involving any sale of substantially all of the assets or capital stock of Royal Uranium or the Company to another acquirer (an “Alternative Acquisition”), (ii) provide information with respect to a party to any person relating to a possible Alternative Acquisition, (iii) enter into an agreement with any person providing for a possible Alternative Acquisition, or (iv) make or authorize any statement, recommendation or solicitation in support of any possible Alternative Acquisition. If any party receives any unsolicited offer, inquiry or proposal relating to an Alternative Acquisition, such party must promptly notify the other parties thereof.
The Company is required to prepare a draft circular to shareholders containing notice of an extraordinary general meeting (the “EGM”) and information regarding the Securities Exchange as required by the Takeover Rules. The Company must furnish a draft of the circular to the Representative Shareholders for review within five business days of the date of the Share Exchange Agreement, submit the draft circular to the Irish Takeover Panel within three business days of receipt of input from the Representative Shareholders, and commence mailing to shareholders within five business days of the Irish Takeover Panel providing confirmation that the circular satisfies the necessary requirements under the Takeover Rules. The Company is required to use all reasonable endeavors to procure that the EGM is held, and shareholder approval of the Securities Exchange is obtained, as soon as reasonably practicable following the date of the Share Exchange Agreement.
The Share Exchange Agreement includes lock-up restrictions on the RU Shareholders with respect to the Class A Ordinary Shares. RU Shareholders (or RU Shareholders who are affiliates) who receive more than 25,000 Class A Ordinary Shares are subject to restrictions prohibiting the transfer, sale, pledge, or other disposition of the Class A Ordinary Shares as follows: (i) 100% of the Class A Ordinary Shares for six months from the date of the Share Exchange Agreement; (ii) two-thirds of the Class A Ordinary Shares for 12 months from the date of the Share Exchange Agreement; and (iii) one-third of the Class A Ordinary Shares for 18 months from the date of the Share Exchange Agreement. RU Shareholders (together with their affiliates) who receive 25,000 Class A Ordinary Shares or fewer will be released from such restrictions after six months following the date of the Share Exchange Agreement. The Company will be required to file a registration statement to register the resale of the Class A Ordinary Shares within 20 business days of the expiration of such lock-up restrictions.
The Share Exchange Agreement may be terminated prior to the Closing: (i) by mutual written agreement of the Representative Shareholders and the Company; (ii) by either party if the other party has breached any representation, warranty, covenant or agreement resulting in or reasonably expected to result in a material adverse effect or would prevent or materially delay the consummation of the Securities Exchange; (iii) by any party if all conditions to such party’s obligations have not been satisfied or waived on or before the date falling 12 months from the date of the Share Exchange Agreement; or (iv) by any party if a permanent injunction or other order preventing or prohibiting consummation of the Securities Exchange has been issued and has become final and non-appealable.
In addition, the Share Exchange Agreement contains certain representations, warranties, limitations of liability, and indemnification provisions, and customary covenants.
Under each Mineral & Element Advisory Agreement, dated as of February 12, 2026 (collectively the “Advisory Agreements”), between the Company and each of three other parties (the “Advisors”), the Share Exchange Agreement will constitute a Definitive Agreement (as defined in the Advisory Agreements). The Advisory Agreements were disclosed in the Company’s Report on Form 6-K furnished with the U.S. Securities and Exchange Commission on February 17, 2026 (the “Prior Form 6-K”). Pursuant to the Advisory Agreements and at the election of the Advisors, the Company will issue 95,000 Class A Ordinary Shares and customary pre-funded warrants to purchase up to an aggregate of 142,500 Class A Ordinary Shares to the Advisors in the form attached as Exhibit 4.1 to the Prior Form 6-K (“Advisor Pre-Funded Warrants”), on the first trading day after the execution of the Share Exchange Agreement, and such Class A Ordinary Shares and Class A Ordinary Shares issuable upon exercise of such Advisor Pre-Funded Warrants will be subject to certain registration requirements, as further disclosed in the Prior Form 6-K.
Prior to the entry into the Share Exchange Agreement, there were no material relationships between the Company or any of the Company’s affiliates, including any director or officer of the Company, or any associate of any director or officer of the Company, and any of the RU Shareholders, except that Anthony Milewski, an RU Shareholder, purchased $250,000 of the securities purchased under the Securities Purchase Agreement, dated as of February 14, 2026, between the Company and certain investors, which was previously disclosed in the Prior Form 6-K, and is also an Advisor under one of the Advisory Agreements.
The form of Pre-Funded Warrants and the form of Share Exchange Agreement are furnished as Exhibit 4.1 and Exhibit 10.1 to this Report on Form 6-K, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibit.
The offer and sale of securities described above is being conducted as a private placement pursuant to and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering.
On February 18, 2026, the Company issued a press release announcing that it had entered into the Share Exchange Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
Forward-Looking Statements
The press release attached as Exhibit 99.1 hereto and the statements contained therein 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 Share Exchange, the Company’s ability to integrate Royal Uranium 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 Share Exchange, 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 U.S. Securities and Exchange Commission (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.
This Report on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File 333-287226, 333-289429, 333-286198, 333-286202, 333-251990, 333-264714, 333-276880, and 333-293286) and Form S-8 (File Nos. 333-258543 and 333-291732) and the prospectuses thereof and any prospectus supplements or amendments thereto.
| Exhibit No. | Description | |
| 4.1 | Form of Pre-Funded Ordinary Shares Purchase Warrant issuable pursuant to the Share Exchange Agreement, dated as of February 18, 2026, between Fusion Fuel Green PLC and the other parties signatory thereto | |
| 10.1 | Form of Share Exchange Agreement, dated as of February 18, 2026, between Fusion Fuel Green PLC and the other parties signatory thereto | |
| 99.1 | Press release dated February 18, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Fusion Fuel Green PLC | |
| (Registrant) | |
| Date: February 18, 2026 | /s/ John-Paul Backwell |
| John-Paul Backwell | |
| Chief Executive Officer |
Exhibit 99.1
Fusion Fuel Inks Transformational Agreement to Acquire a Portfolio of Nineteen High-Quality Uranium & Gas Royalties Based in the Americas
| ● | Acquisition is expected to provide key exposure to uranium and natural gas markets, both experiencing some of the highest growth in global demand due to their roles in energy security, decarbonization, and the rising power needs of AI-driven data centers |
| ● | Portfolio includes sixteen (16) uranium and three (3) natural gas royalties being developed and explored by industry leaders such as Cameco, IsoEnergy, Uranium Energy Corp., among others |
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:
| 1. | The accelerating global demand for electricity driven by the need for enhanced power security and the increasing demand from AI and data center infrastructure; | |
| 2. | A growing structural supply deficit in uranium, alongside a renewed global commitment to nuclear energy as a critical source for reliable, low-carbon baseload power; and | |
| 3. | An increasing strategic focus on secure, regional access to critical energy materials, particularly within the Americas, as governments and industries prioritize supply chain resilience, energy independence and regional security. |
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
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
The Portfolio includes royalties from some of the globe’s most significant uranium miners operating projects located in world-class uranium districts, including:
| ● | The Athabasca Basin, one of the world’s highest-grade uranium regions; | |
| ● | The advanced-stage Berlin Project in Colombia, with historical resources and meaningful expansion potential; and | |
| ● | Additional projects across Argentina and Newfoundland and Labrador. |
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:
| ● | Long-term revenue participation without operating cost exposure; | |
| ● | No capital expenditure obligations; | |
| ● | High-margin, scalable cash flow potential; and | |
| ● | Embedded leverage to uranium and natural gas price appreciation. |
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:
| ● | Enter a supply-constrained commodity cycle with strong structural fundamentals; | |
| ● | Align with long-term global electrification and AI infrastructure growth; | |
| ● | Establish a scalable platform for additional royalty acquisitions; and | |
| ● | Enhance long-term asset value and enterprise optionality. |
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:
| ● | approval by the Irish Takeover Panel (the “Panel”) in accordance with the Irish Takeover Panel Act, 1997, Takeover Rules, 2022, of a circular prepared by Fusion Fuel to be issued to Fusion Fuel shareholders, convening an extraordinary general meeting of the Company (the “EGM”); | |
| ● | Fusion Fuel shareholder approval of the share exchange transaction at the EGM; and | |
| ● | Satisfaction of such conditions and compliance with such requirements as the Panel may impose or specify in relation to the transaction. |
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
FAQ
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