Fusion Welcome-Fuel, SA (“Fusion Fuel”) executed a letter of intent to acquire HL Acquisition Corp. (NasdaqCM:HCCH) (“HL”) in a reverse merger transaction on April 15, 2020. Fusion Fuel entered into a business combination agreement to acquire HL Acquisition Corp. in a reverse merger transaction on June 6, 2020. Pursuant to the agreement, each ordinary share of HL will be converted into one Class A ordinary share of New Fusion, each HL right will be converted into 0.1 of a Class A ordinary share of New Fusion, and each HL warrant will become exercisable for one Class A ordinary share of New Fusion with identical terms and maturity as currently exist ($11.50/share strike price and a maturity five years from the date of the consummation of the business combination). Fusion Fuel's owners will receive 2.1 million Class B ordinary shares of New Fusion, and 2.1 million New Fusion warrants with the same terms and maturity of the HL warrants (except that they will be exercisable on a cashless basis and non-redeemable). In addition, Fusion Fuel's owners will be entitled to earn contingent consideration of up to 1.1 million Class A ordinary shares and 1.1 million New Fusion warrants upon the achievement of certain milestones.

As of August 25, 2020, the business combination agreement has been amended and restated. As per amended agreement, the contingent consideration if issuable, will be issued to the holders of Fusion's Class A shares rather than the holders of Fusion's ordinary shares. The Class A and Class B ordinary shares are identical except that so long as at least 1.7 million Class B shares are held by the Fusion Fuel owners, New Fusion shall not take certain extraordinary actions without the consent of a majority of such Class B holders. As part of the transaction, HL's shareholders prior to its initial public offering (the “HL Founders”) have agreed to forfeit 0.13 million ordinary shares of HL and 0.13 million HL warrants. If no HL shareholders elect to redeem their shares for a pro rata portion of HL's trust account, at the close Fusion Fuel's owners will hold approximately 23% of New Fusion's issued and outstanding shares. HL shareholders will retain 77% of the outstanding shares of the successor company after closing of the transaction. Assuming the earn-out is awarded to Fusion Fuel owners, their ownership of the merged company would be 30.6% on a fully diluted basis.

New Fusion will be led by the existing management team of Fusion Fuel. Upon completion of the transactions assuming their election by the shareholders of HL, the Directors of combined company will be Jeffrey Schwarz, Frederico Figueira de Chaves, João Teixeira Wahnon, Jaime Silva, António Augusto Gutierrez Sá da Costa, Rune Magnus Lundetrae, and Alla Jezmir. The executive officers of combined company will be Frederico Figueira de Chaves as the Chief Financial Officer, Jaime Silva as the Chief Technology Officer, and João Teixeira Wahnon as the Chief of Business Development. The consummation of the transactions is conditioned upon, among other things HL having at least $5,000,001 million of net tangible assets remaining immediately prior to or upon the closing, after taking into account payments to holders of HL's ordinary shares that properly demanded that HL redeem their ordinary shares for their pro rata share of the trust account, no material adverse effect with respect to HL or Fusion Fuel shall have occurred between the date of the business combination agreement and the closing, the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, the Class A Ordinary Shares shall have been approved for listing on Nasdaq, subject to official notice thereof; HL shall have received a valuation of the Fusion Fuel from a third- party valuation firm with expertise in valuing companies in the alternative energy or “green” hydrogen industry, determining that the fair market value of the Fusion Fuel as of the date of the Agreement is equal to at least 80% of the balance in HL's trust account (excluding taxes payable). HL having net cash proceeds at closing (after payment of expenses and redemptions from the HL trust account), including any proceeds of any new equity financings, in excess of €22.8 million ($25.7 million); approval of the transaction by HL's shareholders; Shareholders Agreement shall have been executed and delivered and shall be in full force and effect, the execution and delivery of the escrow agreement with respect to the Escrow Shares, the Registration Rights Agreement, and the other ancillary agreements required by the Business Combination Agreement, the execution of the Sponsor Agreement, the execution and delivery of the indemnification escrow agreement and amended warrant agreement, any outstanding insider loans from Fusion Fuel to its insiders shall have been repaid by the insiders, the Memorandum and Articles of Association of Parent shall have been amended to implement the revisions, and Fusion shall have entered into subscription agreement for a private placement of no less than 2.5 million Fusion Class A ordinary shares at $10.25 per share representing an aggregate sum of at least $25.1 million. As per the amended agreement dated August 25, 2020, the financing condition in the earnout and reallocate the contingent consideration earnable among the remaining earnout conditions has been removed, the condition requiring HL having net cash of at least of €22.8 million ($25.7 million) has been removed. The transaction has been unanimously approved by the Board of both Fusion Fuel and HL. HL Board recommended that HL shareholders vote in favor of the business combination.

HL Acquisition will hold extraordinary general meeting on July 2, 2020 to approve an extension to the date by which the Company has to consummate a business combination from July 2, 2020 to October 2, 2020. If the Extension Amendment Proposal is approved, the amount remaining in the trust account may be only a small fraction of the approximately $53.9 million that was in the trust account as of the record date. As of September 4, 2020, HL Acquisition will hold extraordinary general meeting on October 2, 2020 to approve an extension to the date by which HL Acquisition has to consummate a business combination from October 2, 2020 to January 2, 2021. At the extraordinary general meeting, the shareholders of HL Acquisition approved the extension of closing date. As of November 10, 2020, the registration statement has been declared effective. The shareholders of HL Acquisition Corp have approved the transaction at an annual general meeting held on December 4, 2020. Additionally, HL's shareholders approved the material differences between HL and Fusion Fuel's charter documents and approved the sale and issuance of 2.5 million Fusion Fuel Class A ordinary shares in a private placement for gross proceeds of approximately $25.1 million which will close simultaneously with the business combination and also elected seven Directors to Fusion Fuel's Board of Directors. The transaction is expected to be consummated during third quarter of 2020. As of December 4, 2020, the transaction is expected to close in coming days. The primary use of proceeds are Capital Project Development, expanded production capacity for Fusion Fuel's proprietary technology and new market development. David Alan Miller and Jeffrey M. Gallant of Graubard Miller acted as legal advisor for HL. David H. Feinberg of Feinberg Hanson LLP acted as legal advisor for Fusion Fuel. Continental Stock Transfer & Trust Company, Inc. acted as transfer agent to HL. Karen Smith of Advantage Proxy, Inc. acted as proxy solicitor to HL and would be paid $5,500 million fee. Connor Manning, Ailish Finnerty and Ciarán Bolger of Arthur Cox & Co. and Lisbon Law acted as legal advisors to Fusion Fuel in the transaction.

Fusion Welcome-Fuel, SA completed the acquisition of HL Acquisition Corp. (NasdaqCM:HCCH) (“HL”) in a reverse merger transaction on December 10, 2020. Beginning December 10, 2020, the Class A ordinary shares and warrants of Fusion, the post-combination company, are expected to begin trading on the Nasdaq Global Market under the ticker symbols “HTOO” and “HTOOW,” respectively. HL's units, ordinary shares, warrants and rights ceased trading on the Nasdaq Capital Market on December 9, 2020. EarlyBirdCapital, Inc. acted as financial advisor for HL.