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.