COQUITLAM, BC — February 24, 2026 — Leads & Copy — Fuse Battery Metals Inc. (TSXV:FUSE)(OTCQB:FUSEF)(FRA:43W3) has received conditional approval from the TSX Venture Exchange and shareholder approval for its Reverse Take Over (“Transaction”) with 1545726 B.C Ltd dba Pointor AI. The company will transition from a Tier 2 Mining Exploration Company to a Tier 2 Technology Company, according to Exchange Policy 5.2, which was previously announced on July 16, September 16, and December 23, 2025.
As part of the Transaction, Fuse intends to complete a private placement of subscription receipts. The financing aims to raise a minimum of CAD$2.0 million and up to a maximum of CA$3.5 million (the “Financing”) at a price of CAD$0.05 per subscription receipt. Upon completion of the Transaction, each subscription receipt will convert into a single common share of the Company.
Finder’s fees will be paid in connection with the private placement, subject to Exchange policies. These fees are contingent upon Exchange approval and will only be paid upon the closing of the Transaction.
The table below outlines the estimated available funds of the Resulting Issuer, both before and after the private placement financing, based on a minimum of $2M to a maximum of $3.5M:
Use of Funds:
Research and Development: Minimum ($400,000), Maximum ($600,000)
Product Marketing and Sales: Minimum ($200,000), Maximum ($300,000)
Management Salaries and G&A: Minimum ($400,000), Maximum ($500,000)
Legal, Professional Services and Regulatory Expenses: Minimum ($150,000), Maximum ($200,000)
Investor Relations, Digital Marketing and Media Outreach: Minimum ($200,000), Maximum ($200,000)
Private Placement Transaction, finder’s fees and Listing Fees: Minimum ($25,000), Maximum ($305,000)
Unallocated Working Capital: Minimum ($473,890), Maximum ($1,319,480)
Total: Minimum ($1,924,480), Maximum ($3,424,480)
Securities issued through the Financing, Transaction, and finder’s fees will be subject to a four-month hold period, as required by Canadian securities legislation.
Management will issue 13,795,353 incentive stock options with a five-year term, exercisable at CDN$0.05 per share, vesting immediately, as part of the amended stock option plan.
The pro forma share and loan capital of the Resulting Issuer on closing of the Transaction and the financing on a minimum financing amount of 40,000,000 shares to a maximum amount of 70,000,000 is as follows:
Common Shares: 40,000,000 (minimum financing), 70,000,000 (maximum financing)
Finder’s Fee Shares: 3,200,000 (minimum financing), 5,600,000 (maximum financing)
Share exchange agreement to be issued to the shareholders of Pointor1: 50,000,000 (minimum financing), 50,000,000 (maximum financing)
Finder’s fee shares to be issued concurrently with the closing of the Transaction: 1,500,000 (minimum financing), 1,500,000 (maximum financing)
Currently issued and outstanding shares of Fuse: 37,629,745 (minimum financing), 37,629,745 (maximum financing)
Total: 129,129,745 (minimum financing), 164,729,745 (maximum financing)
The number and percentage of securities of the Resulting Issuer expected to be outstanding on a non-diluted and fully-diluted basis after giving effect to the Transaction and the Minimum and Maximum Financing are as follows:
Resulting Issuer Shares: 132,329,745 (minimum financing), 164,129,745 (maximum financing)
Reserved for issuance under the Options 1: 1,890,000 (minimum financing), 1,890,000 (maximum financing)
Warrants: 12,270,770 (minimum financing), 12,270,770 (maximum financing)
Finder Warrants: 160,000 (minimum financing), 160,000 (maximum financing)
Options 2: 13,795,353 (minimum financing), 13,795,353 (maximum financing)
Subtotal Convertible Securities: 28,116,123 (minimum financing), 28,116,123 (maximum financing)
Total (fully-diluted): 160,445,868 (minimum financing), 192,245,868 (maximum financing)
On completion of the Transaction, the following options to purchase Resulting Issuer Shares will be held:
Proposed Officers: 6,454,487 Resulting Issuer Options, $0.05 Exercise Price, Five years from the date of grant Expiry Date
Proposed Directors (other than officers): 3,227,244 Resulting Issuer Options, $0.05 Exercise Price, Five years from the date of grant Expiry Date
Former Directors and Officer: 1,613,622 Resulting Issuer Options, $0.05 Exercise Price, Five years from the date of grant Expiry Date, 500,000 Resulting Issuer Options, $0.05 Exercise Price
Other Employees: 0 Resulting Issuer Options, 0 Exercise Price, Five years from the date of grant Expiry Date
Consultants: 2,000,000 Resulting Issuer Options, $0.05 Exercise Price, Five years from the date of grant Expiry Date
TOTAL: 13,795,353
Concurrently with the completion of the Transaction, the Financing will be completed for gross proceeds of a minimum of $2,000,000 and a maximum of $3,500,000
As at September 30, 2025, the Issuer had working capital deficit of approximately $50,546. Accordingly, the estimated pro forma consolidated working capital deficit of the Resulting Issuer as at September $75,520. Upon the financing closing on or about March 6, 2026, the Resulting Issuer’s working capital will increase to $1,924,480 under the Minimum Offering and $3,424,480 under the Maximum Offering.
Jessie (Fan)John will be the President, CEO and Director of the company. Taka L’Herpiniere will be CTO and Director. Oliver Willett will be a director. Tim Fernback will be Chairman and Director. Robert Setter, Ryan Cheung, Robert Guanzon, and Tina Whyte will also be directors.
The Company’s shares are currently halted from trading and will remain so until the Exchange determines otherwise, pending the completion of the Transaction.
Further details regarding the Transaction will be released in due course.
Fuse Battery Metals Inc. explores for high-value metals needed for battery manufacturing. The company owns a 100% interest in the Glencore Bucke Property and the Teledyne Project near Cobalt, Ontario.
The Glencore Bucke Property is subject to a back-in provision, production royalty, and off-take agreement in favor of Glencore Canada Corp. The Teledyne Property is subject to a production royalty in favor of New Found Gold and an off-take agreement in favor of Glencore Canada Corp.
Source: Fuse Battery Metals
