New York, New York, and Dublin, Ireland — HL Acquisitions Corp (“HL”, NASDAQ: HCCH, HCCHU, HCCHR, HCCHW) and its business combination partner, Fusion Fuel Green Ltd (“Fusion Fuel Green”), jointly announced they have signed commitments for a private placement of 2.45 million shares of Fusion Fuel Green at a price of $10.25/share, representing gross proceeds of $25,112,500 (the “Private Placement”).
The closing of the Private Placement is conditioned upon and will occur simultaneously with, the consummation of the Business Combination Agreement (“BCA”), dated as of June 6, 2020, between HL, Fusion Fuel Green, and the other parties thereto.
In connection with the Private Placement, the parties to the business combination have amended and restated the BCA to eliminate the condition that the combined company retains at least €22.8 million in net cash proceeds from HL’s trust fund upon the closing of the business combination. The parties have also agreed to eliminate the financing earnout condition from the contingent consideration terms.
Commenting on the Private Placement, Jeffrey Schwarz, HL’s CEO said, “We were very pleased with the outcome of the capital raise and the strong response we received from investors. With the minimum cash condition eliminated, and having filed on August 12th the proxy for HL’s shareholder meeting to approve the BCA, we are on track to close the Business Combination early in the fourth quarter.
We have seen increasing interest from both government and industry in investment opportunities across the hydrogen value chain. As a result, we have grown even more excited about the opportunity that the transaction with Fusion Fuel Green provides to build a global player in the hydrogen space, accelerate the energy transition, and create value for HL shareholders.”
Frederico Figueira de Chaves, CFO of Fusion Fuel Green remarked, “By removing the uncertainty associated with the minimum cash condition, we are now able to fully focus our efforts on building the company to capitalize on the rapidly developing market for Green Hydrogen. Our proprietary technology and process for cost-effectively producing Green Hydrogen uniquely positions us to serve existing markets for hydrogen such as oil refining and ammonia production, as well as emerging markets like hydrogen injection into natural gas networks, and the transportation sector, where hydrogen is especially well-positioned for use by buses, commercial fleets, and heavy-duty vehicles.
In the months since we entered into the BCA, we have seen an increase in commercial opportunities, both in our home market of Portugal as well as in adjacent geographies. The government of Portugal recently selected our proposed Sines 1-5 projects to be included on a shortlist of designated Important Projects of Common European Interest (“IPCEI”) to be brought before the European Commission for financing and support. We are excited to soon break ground on our scale demonstrator project in Évora, which will be Portugal’s first Green Hydrogen farm and its initial pilot for hydrogen injection into the gas grid. The additional capital provided by the private placement will be used to augment our existing production capacity, broaden our commercial footprint, and expand on our projected portfolio of Green Hydrogen farms.”
For additional information on the amended and restated BCA and capital raise, see HL’s Current Report on Form 8-K, which will be filed promptly and which can be obtained on the Securities and Exchange Commission’s website (http://www.sec.gov).
No Offer or Solicitation
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.