THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN THE UK PURSUANT TO SECTION 3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

25 June 2026

Clean Power Hydrogen plc

("CPH2", the "Company" or the "Group")

Signing of Term Sheet with Hidrigin

Clean Power Hydrogen plc (AIM: CPH2), the UK-based green hydrogen technology company, announces that it has executed a binding term sheet (the "Term Sheet") with Lisheen H2 Energy Park Limited ("Hidrigin") pursuant to which, subject to satisfaction of certain conditions precedent, the parties have agreed to enter into definitive documentation relating to a Convertible Loan Note ("CLN") alongside a nine-month exclusivity period to negotiate and agree a Strategic Partnership and Manufacturing and Technology Development Agreement ("Strategic Partnership Agreement").

Hidrigin

Lisheen H2 Energy Park Limited, which trades under the name Hidrigin, is a developer of renewable energy projects, including green hydrogen production for its commercial off takers. Manufacture of its Electrolysers will be outsourced to Jones Engineering Manufacturing Limited ("JEM"), a global engineering contractor. Hidrigin plan to develop Sustainable Aviation Fuel ("SAF") production facilities across Europe and North America, commencing with their flagship SAF project in Lisheen, Co. Tipperary in the Republic of Ireland.

Convertible Loan Note

The Term Sheet sets out the principal terms of the CLN which will be conditional upon, inter alia, the completion of an equity fundraise by CPH2 of £3 million or more by way of an issue of Ordinary Shares. The proposed transaction is also subject to further conditions, including the negotiation and execution of definitive documentation, shareholder approvals of the fundraise (if required), and the agreement of amendments to certain existing commercial arrangements between the parties.

The Term Sheet provides that Hidrigin shall subscribe for a £750,000 convertible loan note accruing interest at 10 per cent. per annum. Conversion of the principle and interest to equity shall be upon specific conversion events, including (i) the completion of a future fundraise of not less than £3 million; (ii) maturity, being 12 months from the date of issue of the CLN, subject to extension at Hidrigin's election; (iii) any sale of the Company or a majority strategic investment by a third party; and (iv) an occurrence of an interest payment default or insolvency event.

The CLN shall convert at a 46% discount to the price applicable to the relevant conversion event, subject to a gross pricing cap of 3.7 pence per Ordinary Share and a net floor price of 1 pence per Ordinary Share.

The £750,000 is to be funded by converting £750,000 interim payment previously received by CPH2 from Hidrigin in connection with a stage milestone under an MFE220 electrolyser sales contract. The CLN is secured by way of a first ranking floating charge over the assets and undertakings of the Company. This charge is to be released on repayment of all amounts due under the CLN or on conversion of such amounts to equity.

Strategic Partnership Agreement

In addition, the Company and Hidrigin will, within 28 days of the Term Sheet, enter into an exclusivity arrangement lasting nine months to negotiate and complete a Strategic Partnership and Manufacturing and Technology Development Agreement, with the opportunity for Hidrigin to serve as the exclusive manufacturing partner of CPH2 in the United Kingdom, Ireland, the United States, Canada and Mexico.

The intellectual property relating to any improvements in the design and manufacture of the Company's electrolysers developed by Hidrigin via their engineering partner, Jones Engineering, are expected to be jointly owned by the Company and Hidrigin.

The Term Sheet demonstrates the Company's transition towards a more capital-light business model through strategic partnerships. This approach is intended to enable the Company to focus on the efficient commercialisation and further global licensing of its intellectual property. More broadly, the proposed transaction is intended to support the Company's transition towards a lower-cost, IP-led technology development and licensing model.

The binding Term Sheet has a long stop date of 31 July 2026 and there can be no certainty that definitive documentation will be entered into.

Commenting, Chief Executive Officer of Hidrigin, Eric Whelan, said:

"Hidrigin acknowledges the recent failure at final testing of the technology by CPH2 but continues to believe in the global potential for this new category of electrolyser and are investing to bring it to market.  We're delighted to have agreed Heads of Terms in developing an exclusive arrangement with CPH2 as their multi-national manufacturing partner as well as agreement on the expansion of our existing licence agreement to include manufacturing in the United States for coupling to our own renewable energy projects. This marks an exciting new phase in our relationship".

Commenting, Chief Executive Officer Elect of CPH2, Richard Scott, said:

"Hidrigin and their engineering partners, Jones Engineering, are the right Manufacturing Partners for our unique high purity hydrogen technology. We're delighted they will be bringing this low-cost modular solution to market in the USA, Canada, Mexico, Ireland and the UK".

For more information, please contact:

For more information: https://www.cph2.com