• Transformative acquisition of a rapidly growing market leader of large-scale zero-emission hydrogen-based stationary power solutions 
• Expands Ballard's business model to include an energy-as-a-service solution with a bundled offering combining hydrogen production, distribution, logistics, refueling, fuel cells, and stationary power generation to drive higher revenue per megawatt and highly recurring revenue potential
• Builds upon a longstanding and proven partnership with GeoPura, where Ballard supplies fuel cell engines to GeoPura's Hydrogen Power Units
• Expands addressable market into high-growth end-markets in a capitally efficient manner, supported by secured hydrogen supply and government policy backing
• Maintains Ballard's path to profitability by 2028, unlocking US$25 million in annual run-rate EBITDA synergies

Ballard Power Systems Inc. announced that it has entered into a definitive agreement to acquire GeoPura Limited, a zero-emission hydrogen-based power solutions provider. The Transaction consists of an upfront equity purchase price of £275.0 million (Upfront Consideration), funded through a combination of £82.5 million in Ballard cash on hand and the issuance of ~50.8 million Ballard common shares to GeoPura shareholders, at US$5.02 per share, based on Ballard's 30-day volume-weighted average share price. In addition to the Upfront Consideration, Ballard will pay contingent consideration of up to £27.5 million if GeoPura achieves certain specified financial milestones after closing of the Transaction. The total transaction enterprise value¹, including assumption of GeoPura net debt and excluding contingent consideration, is £301.1 million (~US$400 million).

The Transaction represents a transformative acquisition that establishes Ballard as a vertically integrated and capitally efficient energy-as-a-service (EaaS) provider with end-to-end capabilities spanning hydrogen production, distribution, logistics, refueling, fuel cells, and high-performance stationary power solutions.

Founded in 2019 and headquartered in the United Kingdom, GeoPura has built a rapidly growing business focused on developing, leasing and selling Hydrogen Power Units (HPUs) and hydrogen fuel supplied through its three production sites, including a 50% ownership interest in UK-based HyMarnham Power. The combined HPU and fuel offering delivers a competitive, grid-independent power solution with high reliability, instant-on responsiveness, low noise, and zero-emissions across a variety of end-markets. GeoPura's broad customer base includes Aggreko, Balfour Beatty, BBC, Disney, Equinix, Microsoft, Netflix, Sunbelt Rentals, UK Ministry of Defense, and others.

The Transaction builds on a proven Ballard-GeoPura partnership and strong strategic alignment. GeoPura's UK-developed technology and British manufacturing complement Ballard's Canadian fuel cell expertise, creating a platform grounded in shared values, common history, and a commitment to reliable, zero-emission power. This Canadian-British combination supports global expansion by pairing GeoPura's hydrogen ecosystem with Ballard's world-class fuel cell platform to deliver a bundled customer offering and unlock meaningful efficiencies for existing and future customers.

COMPELLING STRATEGIC RATIONALE

• Building an Ecosystem with a Bundled Offering: By combining Ballard's fuel cell technology with GeoPura's integrated hydrogen production, logistics, and stationary power capabilities, the Company maximizes revenue per megawatt through multiple customer touchpoints. This results in a significant increase in lifetime value capture of each megawatt deployed.
• Access to Stationary Power Market with Proven Product Portfolio: Establishes Ballard's entry into the high-growth stationary power market with an immediately deployable and proven hydrogen genset product suite delivering "six nines" reliability (99.9999% uptime) and well-established customer base. GeoPura's HPUs serve construction, film and television, events, transportation, healthcare, defence, and potentially the rapidly expanding data centre applications, positioning Ballard to capture these growing markets globally.
• Accelerating Growth and Profitability: GeoPura's business model generates recurring revenues from HPU leasing with hydrogen supply and logistics, alongside HPU and hydrogen sales. GeoPura expects 2026 revenue to be approximately £38 million. Together with Ballard, the large total addressable market and secular tailwinds reshape Ballard's financial profile into an EaaS operator with accelerated growth and a clearer pathway to Ballard's 2028 profitability target.
• Unlocking Total Addressable Market Growth with Supportive Policy Environment: GeoPura's stationary power platform expands Ballard's addressable market beyond mobility and into high-growth end-markets where HPUs serve as mission-critical power infrastructure. GeoPura also holds the UK government's inaugural Hydrogen Allocation Round 1 (HAR1) contract, a subsidy mechanism guaranteeing hydrogen production revenues over fifteen years, providing substantial revenue visibility. This policy support, combined with GeoPura's 50% ownership of the HyMarnham hydrogen production facility and its capitally efficient expansion capacity, uniquely positions Ballard to expand its market reach and capitalize on accelerating decarbonization mandates and critical power demands globally.
• Highly Synergistic: The longstanding Ballard-GeoPura technology partnership provides a proven foundation upon which to grow the business and integrate the two highly complementary teams. Ballard will achieve structural cost advantages that enhance competitive positioning while creating demand pull-through within HPU end-markets. Approximately US$25 million in high-confidence run-rate EBITDA synergies have been identified, driven by revenue expansion and cost optimization. GeoPura's experienced management team strengthens execution and accelerates value realization.

TRANSACTION TERMS AND FINANCING DETAILS

Under the terms of the Agreement, Ballard will acquire 100% of GeoPura, including GeoPura's 50% ownership in HyMarnham Power, for total Upfront Consideration of £275.0 million. The Upfront Consideration will be funded with £82.5 million in Ballard cash on hand, with the remainder to be funded through newly issued Ballard common shares provided to GeoPura shareholders, thereby maintaining Ballard's strong balance sheet. The number of Ballard shares to be issued to GeoPura shareholders is ~50.8 million, calculated based on a 30-day volume-weighted average price of Ballard common shares preceding announcement of the Transaction. Upon closing of the Transaction, GeoPura shareholders are expected to own approximately 14.4% of Ballard on a pro-forma basis. GeoPura shareholders will also enter into customary lock-up agreements restricting the sale or transfer of their Ballard common shares for a specified period following the closing of the Transaction.

In addition to the Upfront Consideration, Ballard will pay contingent consideration of up to £27.5 million if GeoPura achieves certain financial milestones after closing of the Transaction.

The total transaction enterprise value¹, including assumption of GeoPura net debt and excluding contingent consideration, is £301.1 million (~US$400 million).

ADDITIONAL DETAILS AND CLOSING

Following completion of the Transaction, GeoPura's Founder and Chief Executive Officer, Andrew Cunningham, is expected to assume the role of President of Ballard, reporting to Marty Neese, as Ballard's Chief Executive Officer. Additionally, Ballard expects to include Andrew Cunningham and Lord Richard Harrington, current Chairman of GeoPura, as nominees to its Board of Directors, designated by GeoPura shareholders.

The Transaction has been unanimously approved by the Board of Directors of both Ballard and GeoPura and is subject to customary closing conditions for a transaction of this nature, including UK National Security and Investment Act filing and the approval of the TSX for the issuance of the Ballard common shares pursuant to the Transaction. The Transaction is expected to close in the second half of 2026.

ADVISORS

RBC Capital Markets is serving as exclusive financial advisor to Ballard. Ashurst LLP and Stikeman Elliott LLP are serving as legal counsel to Ballard.

Barclays is serving as exclusive financial advisor to GeoPura and Winston Taylor LLP is serving as legal counsel to GeoPura.