Hydrogen Utopia International PLC signed heads of terms to acquire Helmond Holding Group Corp. for approximately £500 million on February 26, 2024. The consideration price will be approximately £500m subject to due diligence and an independent valuation and will be satisfied in part by the issue of new ordinary shares in HUI to the Helmond Holding Group Corp's shareholders in exchange for the entire issued share capital of the Helmond Holding Group Corp. Subject to due diligence, the value of the new HUI ordinary shares will be £0.09. The parties have agreed to a mutual termination fee of £0.2 million should either party withdraw from the Proposed Acquisition in the next 4 months without good reason arising from the due diligence process. In addition, the parties will agree a structure whereby existing HUI shareholders will each receive at completion 3p cash for every share in HUI that they hold. In the event that the technology used by HUI within three years of the date of the first hydrogen facility site being "shovel ready" ("First Site Date") meets criteria to be agreed between the parties ("Criteria Satisfaction Date"), each HUI shareholder as at the date of the Criteria Satisfaction Date, shall receive an additional 2 ordinary shares in the re-admitted company for each share held on the Criteria Satisfaction Date.

The Proposed Transaction is subject to satisfactory due diligence, fulfilment of certain conditions and the execution of a legally binding share purchase agreement and shareholder agreement. The Proposed Acquisition is further subject to, amongst other things, any third party, regulatory approvals for the Proposed Transaction. HUI will seek shareholder approval and re-admission of its ordinary shares and admission of its new ordinary shares upon completion to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange. There can be no guarantee at this stage that the Proposed Acquisition will complete nor as to the final terms of the Proposed Acquisition.