Concurrently, QIND, Al Shola Gas and the three individual shareholders of Al Shola Gas, who collectively own the remaining 49% of Al Shola Gas (the "ASG Shareholders"), entered into an Agreement and Amendment No. 2 to the Share Purchase Agreement, dated as of September 23, 2026 (the "Amendment"), which amends the Share Purchase Agreement dated March 27, 2024, as amended by the Amendment Agreement dated April 8, 2025, to restructure the remaining purchase price and related obligations.
Under the Share Exchange Agreement, subject to the satisfaction of closing conditions, the Company will issue to the ASG Shareholders an aggregate of 500,000 Class A Ordinary Shares of Fusion Fuel (calculated by dividing $2.0 million by an agreed price of $4.00 per share, subject to adjustment for any share consolidation, share split, share dividend or similar event), allocated 40% to Sanjeeb Safir, 40% to Safir Ahammed and 20% to Mohamed Hilal Saeed Muroushad Almheiri. Under the Amendment, the issuance of these shares is expected to satisfy $2.0 million of QIND’s remaining purchase price obligations to the ASG Shareholders; that portion of the purchase price will not be deemed paid unless and until the shares are actually issued or the Alternative Payment described below is made. As consideration for the issuance of the Fusion Fuel shares, QIND will issue to the Company shares of QIND common stock with an aggregate value of $2.0 million, with the number of shares determined by dividing $2.0 million by the lower of (i) the closing price of QIND’s common stock immediately preceding the closing date and (ii) the average closing price of QIND’s common stock for the five trading days ending on the trading day immediately preceding the closing date.
The total purchase price for QIND’s 51% interest in Al Shola Gas remains $10.0 million. Of this amount, $1.02 million has previously been paid in cash and $2.0 million is to be satisfied through the issuance of the Fusion Fuel shares. The remaining $6.98 million is payable on or before December 31, 2027, comprising $6.0 million payable in any form determined by QIND in its sole discretion, including cash or securities that are listed on a securities exchange at the time of delivery, and $980,000 payable in cash. QIND’s obligation to make the remaining purchase price payments is conditioned upon the ASG Shareholders having complied in all material respects with their cooperation obligations in connection with the closing of the Share Exchange Agreement and upon either such closing or QIND’s payment of the Alternative Payment. The Amendment also eliminates QIND’s previously existing obligations to provide or arrange debt financing, credit facilities, equity lines or bank guarantees for the benefit of Al Shola Gas or the ASG Shareholders, replaces the prior working capital provisions with an obligation of QIND to use commercially reasonable efforts to facilitate the purchase by Al Shola Gas of one additional LPG bobtail vehicle with approximately 18,000-liter capacity on or before December 31, 2026, with no obligation of QIND to provide or arrange financing for such purchase, and contains a mutual waiver and release of claims, including with respect to any actual or alleged defaults under the prior agreements.
In addition, the Amendment provides that Al Shola Gas will make quarterly dividend distributions equal in aggregate to its profits (as defined in the Amendment) for the previous fiscal quarter, distributed pro rata in accordance with its shareholders’ respective equity interests, commencing from the third quarter of 2026, unless otherwise determined by the Al Shola Gas Board of Directors. The Amendment also grants QIND a right of first refusal over any proposed transfer of Al Shola Gas shares by an ASG Shareholder to a third party, grants QIND an irrevocable option, exercisable on or prior to March 27, 2027, to purchase all or any portion of the ASG Shareholders’ Al Shola Gas shares at $65,359.48 per share, and extends the ASG Shareholders’ non-competition and non-solicitation restrictions from two years to four years.
The Fusion Fuel shares to be issued to the ASG Shareholders will be subject to a six-month lock-up from the date of issuance, during which they may not be sold or otherwise transferred without QIND’s prior written consent, followed by a leak-out restriction limiting each ASG Shareholder’s sales on any trading day to 3% of the total daily trading volume. The Fusion Fuel shares will not be registered under the Securities Act of 1933, as amended, and will be restricted securities. The Company has agreed to file a registration statement on Form F-3 (or other available form) covering the resale of the shares no later than 30 calendar days following the clConcurrently, QIND, Al Shola Gas and the three individual shareholders of Al Shola Gas, who collectively own the remaining 49% of Al Shola Gas (the "ASG Shareholders"), entered into an Agreement and Amendment No. 2 to the Share Purchase Agreement, dated as of September 23, 2026 (the "Amendment"), which amends the Share Purchase Agreement dated March 27, 2024, as amended by the Amendment Agreement dated April 8, 2025, to restructure the remaining purchase price and related obligations.
Under the Share Exchange Agreement, subject to the satisfaction of closing conditions, the Company will issue to the ASG Shareholders an aggregate of 500,000 Class A Ordinary Shares of Fusion Fuel (calculated by dividing $2.0 million by an agreed price of $4.00 per share, subject to adjustment for any share consolidation, share split, share dividend or similar event), allocated 40% to Sanjeeb Safir, 40% to Safir Ahammed and 20% to Mohamed Hilal Saeed Muroushad Almheiri. Under the Amendment, the issuance of these shares is expected to satisfy $2.0 million of QIND’s remaining purchase price obligations to the ASG Shareholders; that portion of the purchase price will not be deemed paid unless and until the shares are actually issued or the Alternative Payment described below is made. As consideration for the issuance of the Fusion Fuel shares, QIND will issue to the Company shares of QIND common stock with an aggregate value of $2.0 million, with the number of shares determined by dividing $2.0 million by the lower of (i) the closing price of QIND’s common stock immediately preceding the closing date and (ii) the average closing price of QIND’s common stock for the five trading days ending on the trading day immediately preceding the closing date.
The total purchase price for QIND’s 51% interest in Al Shola Gas remains $10.0 million. Of this amount, $1.02 million has previously been paid in cash and $2.0 million is to be satisfied through the issuance of the Fusion Fuel shares. The remaining $6.98 million is payable on or before December 31, 2027, comprising $6.0 million payable in any form determined by QIND in its sole discretion, including cash or securities that are listed on a securities exchange at the time of delivery, and $980,000 payable in cash. QIND’s obligation to make the remaining purchase price payments is conditioned upon the ASG Shareholders having complied in all material respects with their cooperation obligations in connection with the closing of the Share Exchange Agreement and upon either such closing or QIND’s payment of the Alternative Payment. The Amendment also eliminates QIND’s previously existing obligations to provide or arrange debt financing, credit facilities, equity lines or bank guarantees for the benefit of Al Shola Gas or the ASG Shareholders, replaces the prior working capital provisions with an obligation of QIND to use commercially reasonable efforts to facilitate the purchase by Al Shola Gas of one additional LPG bobtail vehicle with approximately 18,000-liter capacity on or before December 31, 2026, with no obligation of QIND to provide or arrange financing for such purchase, and contains a mutual waiver and release of claims, including with respect to any actual or alleged defaults under the prior agreements.
In addition, the Amendment provides that Al Shola Gas will make quarterly dividend distributions equal in aggregate to its profits (as defined in the Amendment) for the previous fiscal quarter, distributed pro rata in accordance with its shareholders’ respective equity interests, commencing from the third quarter of 2026, unless otherwise determined by the Al Shola Gas Board of Directors. The Amendment also grants QIND a right of first refusal over any proposed transfer of Al Shola Gas shares by an ASG Shareholder to a third party, grants QIND an irrevocable option, exercisable on or prior to March 27, 2027, to purchase all or any portion of the ASG Shareholders’ Al Shola Gas shares at $65,359.48 per share, and extends the ASG Shareholders’ non-competition and non-solicitation restrictions from two years to four years.
The Fusion Fuel shares to be issued to the ASG Shareholders will be subject to a six-month lock-up from the date of issuance, during which they may not be sold or otherwise transferred without QIND’s prior written consent, followed by a leak-out restriction limiting each ASG Shareholder’s sales on any trading day to 3% of the total daily trading volume. The Fusion Fuel shares will not be registered under the Securities Act of 1933, as amended, and will be restricted securities. The Company has agreed to file a registration statement on Form F-3 (or other available form) covering the resale of the shares no later than 30 calendar days following the closing date and to use commercially reasonable efforts to cause it to be declared effective no later than 90 calendar days following the closing date; the filing or effectiveness of the registration statement will not affect the lock-up and leak-out restrictions.
The closing under the Share Exchange Agreement is subject to the satisfaction or, where permissible, waiver of a number of conditions set forth in the Share Exchange Agreement, including approval by The Nasdaq Stock Market LLC ("Nasdaq") of an initial listing application in connection with the transactions, receipt of all required governmental approvals (including any required Nasdaq approvals and any approvals required under the Irish Takeover Panel Act 1997, Takeover Rules), and delivery of accredited investor questionnaires and AML/KYC documentation for each ASG Shareholder. The Share Exchange Agreement does not require the Company to submit, pursue, maintain or seek clearance of any initial listing application with Nasdaq unless and until the Company determines, in its sole discretion, that it will meet the applicable Nasdaq listing requirements at the time of such submission. If the Fusion Fuel shares have not been issued on or before December 31, 2026 because the closing under the Share Exchange Agreement has not occurred, QIND will be required, within ten calendar days thereafter, to satisfy the $2.0 million portion of the purchase price by paying cash or delivering certain other securities in accordance with the Amendment (the "Alternative Payment"). Each of the ASG Shareholders is an individual shareholder of Al Shola Gas, and Mr. Safir is Chief Operating Officer and Managing Director Middle East of QIND. The transactions were approved by the Company’s Board of Directors following review and approval by its Audit Committee.
The restructuring comes as Al Shola Gas continues to expand its operations and recurring revenue base, including the recent addition of a new bobtail delivery vehicle to its LPG distribution fleet in the UAE.osing date and to use commercially reasonable efforts to cause it to be declared effective no later than 90 calendar days following the closing date; the filing or effectiveness of the registration statement will not affect the lock-up and leak-out restrictions.
The closing under the Share Exchange Agreement is subject to the satisfaction or, where permissible, waiver of a number of conditions set forth in the Share Exchange Agreement, including approval by The Nasdaq Stock Market LLC ("Nasdaq") of an initial listing application in connection with the transactions, receipt of all required governmental approvals (including any required Nasdaq approvals and any approvals required under the Irish Takeover Panel Act 1997, Takeover Rules), and delivery of accredited investor questionnaires and AML/KYC documentation for each ASG Shareholder. The Share Exchange Agreement does not require the Company to submit, pursue, maintain or seek clearance of any initial listing application with Nasdaq unless and until the Company determines, in its sole discretion, that it will meet the applicable Nasdaq listing requirements at the time of such submission. If the Fusion Fuel shares have not been issued on or before December 31, 2026 because the closing under the Share Exchange Agreement has not occurred, QIND will be required, within ten calendar days thereafter, to satisfy the $2.0 million portion of the purchase price by paying cash or delivering certain other securities in accordance with the Amendment (the "Alternative Payment"). Each of the ASG Shareholders is an individual shareholder of Al Shola Gas, and Mr. Safir is Chief Operating Officer and Managing Director Middle East of QIND. The transactions were approved by the Company’s Board of Directors following review and approval by its Audit Committee.
The restructuring comes as Al Shola Gas continues to expand its operations and recurring revenue base, including the recent addition of a new bobtail delivery vehicle to its LPG distribution fleet in the UAE.