Hydrogen Future Ind. - Result of AGM & Issue of Equity

Energy B

06/10/2025 16:01

RNS Number : 2540C

Hydrogen Future Industries PLC

06 October 2025

 

Hydrogen Future Industries Plc

("HFI" or the "Company")

Result of AGM

Issue of Equity

Director/PDMR Shareholding

Directorate Change

Hydrogen Future Industries plc (AQSE: HFI), a developer of a proprietary wind-based green hydrogen production system featuring an advanced aerodynamic wind turbine, announces that at the Annual General Meeting, which was held earlier today, all resolutions were duly passed.

Issue of Equity

Pursuant to the Subscription and Fee Conversion announced on 6 October 2025, the Company has issued 55,823,790 new Ordinary Shares at the Issue Price, following shareholder approval of allotment authorities at the AGM. The Subscription has raised gross proceeds of £401,000 and the Fee Conversion is in lieu of approximately £157,000 of creditor liabilities. The reduction of £15,000 from the amount previously disclosed is due to one creditor being settled in cash.

Furthermore, the Company has issued 2,409,600 Broker Warrants. The Warrants will be exercisable at a price equal to the Issue Price for a period of three years from the date of Admission (defined below).

Admission

Application will be made for 55,823,790  new Ordinary Shares to be admitted to trading on the Aquis Stock Exchange AQSE Growth Market ("Admission"). It is expected that Admission of the new Ordinary Shares will become effective at 8.00 a.m. on or around 9 October 2025. The new Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission and will rank pari passu in all respects with the existing Ordinary Shares.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 120,480,040  Ordinary Shares, with each share carrying the right to one vote. Therefore, the total number of voting rights in the Company will be 120,480,040. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Directorate Change

Following completion of the AGM, Dan Maling, Director of the Company, has retired from the Company's Board with immediate effect. Neil Ritson's position has been changed to Non-executive Chairman with immediate effect.

Neil Ritson, Chairman Commented: "I would like to sincerely thank Dan Maling for his service to the Company from his original position as founding Chairman in 2021, though his role as Commercial Director and to his extensive recent assistance to the Board as a Non-executive Director.    We wish Dan the very best of success in his other ventures.

"With the recent appointment of three experienced executive Directors to the Board, I feel it is now appropriate for me to step back to my original role as Non-executive Chairman given the current structure of the Company's Board."

 

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meaning as set out in the announcement on 6 October 2025.

 

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

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Enquiries:

Hydrogen Future Industriesplc
Neil Ritson, Executive Chairman
+44 (0) 20 3475 6834
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti
Liam Murray
+44 (0) 20 7213 0880
Bowsprit Partners Limited (Corporate Broker)
Luis Brime
+44 (0) 20 3833 4430
Francesco Cicconi


 

About HFI

HFI are developing a proprietary wind-based hydrogen production system, incorporating hydrogen compression and storage. The Company is at the forefront of green hydrogen production with its integrated system that marries an advanced ducted wind turbine with a state-of-the-art Hydrogen Electrolyser technology, currently owned and being developed by a related party. This innovative pairing is designed to optimise renewable Energy for the efficient production of hydrogen.

Visit our website: www.hydrogenfutureindustries.com

Caution Regarding Forward Looking Statements

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

Important Notices

Hydrogen Future Industries plc (the "Company") intends to hold treasury reserves and surplus cash in bitcoin. Bitcoin is a type of cryptocurrency or crypto asset. Whilst the Board of Directors of the Company considers holding bitcoin to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the "Financial Conduct Authority" or "FCA") considers investment in bitcoin to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in bitcoin, either directly or by proxy. However, the Board of Directors of the Company consider bitcoin to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company is materially exposed to bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated by the FCA and cryptocurrencies (such as bitcoin) are unregulated in the UK. As with most other investments, the value of bitcoin can go down as well as up, and therefore the value of bitcoin holdings can fluctuate. The Company may not be able to realise any future bitcoin exposure for the same as it paid in the first place or even for the value the Company ascribes to bitcoin positions due to these market movements. As bitcoin is unregulated, the Company is not protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board of Directors of the Company has taken the decision to invest in bitcoin, and in doing so is mindful of the special risks bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in bitcoin must be prepared to lose all money invested in bitcoin; (ii) the bitcoin market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell bitcoin at will. The ability to sell bitcoin depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) crypto assets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. The Board of Directors of the Company does not subscribe to such a negative view, especially in relation to bitcoin. However, prospective investors in the Company are encouraged to do their own research before investing.

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
Details of the person discharging managerial responsibilities/person closely associated
Name
A) Sarah Gow
B) Pierre Villeneuve
Reason for notification
Position/Status
A) Director
B) Director
Initial notification/
Amendment
Initial notification
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Name
Hydrogen Future Industries PLC
LEI
213800U3MWUSU24ARW11
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
Description of the financial instrument, type of instrument

 Identification Code
Ordinary shares
Nature of the transaction
Purchase of Ordinary Shares as part of the Subscription
Price(s) and volume(s)
Price(s)
Volume(s)
A) 1p
A) 1,000,000
B) 1p
B) 1,500,000
Aggregated information
- Aggregated Volume
- Price
N/A
Date of the transaction
6 October 2025
Place of the transaction
AQSE, London


 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
Details of the person discharging managerial responsibilities/person closely associated
Name
A) Neil Ritson
B) Daniel Maling
C) Jonathan Colvile
Reason for notification
Position/Status
A) Director
B) Director
C) Director
Initial notification/
Amendment
Initial notification
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Name
Hydrogen Future Industries PLC
LEI
213800U3MWUSU24ARW11
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
Description of the financial instrument, type of instrument

 Identification Code
Ordinary shares
Nature of the transaction
Fee Shares as part of the Fee Conversion
Price(s) and volume(s)
Price(s)
Volume(s)
A) 1p
A) 3,540,000
B) 1p
B) 3,900,000
C) 1p
C) 1,840,000
Aggregated information
- Aggregated Volume
- Price
N/A
Date of the transaction
6 October 2025
Place of the transaction
AQSE, London


 

 

 

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