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Fuse Battery Announces Amended Subscription Receipt Financing DetailsFebruary 24, 2026 7:30 AM
ACCESS NewswireCOQUITLAM, BC / ACCESS Newswire / February 24, 2026 / Fuse Battery Metals Inc. ("the Company" or "Fuse") (TSXV:FUSE)(OTCQB:FUSEF)(FRA:43W3) announces that in connection with the approval of the Reverse Take Over ("Transaction") with 1545726 B.C Ltd dba Pointor AI from a Tier 2 Mining Exploration Company to a Tier 2 Technology Company in accordance with TSX Venture Exchange ("Exchange") Policy 5.2 previously announced on July 16, September 16 and December 23, 2025.The Company has now obtained conditional Exchange approval and Shareholder approval and in connection with the Transaction, and subject to Exchange approval, the Company now intends to complete a private placement of subscription receipts for a minimum of CAD$2.0 Million up to a maximum of CA$3.5 Million (the "Financing") at a price of CAD$0.05 per subscription receipt. Immediately upon completion of the Transaction, each subscription receipt will convert to a single common share of the Company on closing of the Transaction. Finder's fees will be paid in connection with the private placement subject to compliance with Exchange policies and the Financing and finder's fees are subject to the approval of the Exchange. Finder's fees will not be paid until closing of the Transaction.The following table sets forth the estimated Available Funds of the Resulting Issuer before and after Giving effect to the private placement financing on a minimum amount of $2M to a maximum amount of $3.5M. The principal purposes of the Available Funds from the private placement will be as follows:Use of FundsMinimum ($)Maximum ($)Research and Development400,000600,000Product Marketing and Sales200,000300,000Management Salaries and G&A400,000500,000Legal, Professional Services and Regulatory Expenses150,000200,000Investor Relations, Digital Marketing and Media Outreach200,000200,000Private Placement Transaction, finder's fees and Listing Fees25,000305,000Unallocated Working Capital473,8901,319,480Total:1,924,4803,424,480All securities issued pursuant to the Financing, Transaction and finder's fees will be subject to a hold four month and a day hold period as required under applicable Canadian securities legislation.Stock Option GrantConcurrent with Closing of the Transaction, management will issue 13,795,353 incentive stock options for a five-year term under the Company's amended stock option plan exercisable at a CDN$0.05 per share for a term of five years to be vested immediately.Pro Forma Consolidated CapitalizationThe following table sets forth 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:Designation of SecurityAmount Authorized or to be AuthorizedAmount outstanding after giving effect to the Transaction(minimum financing of $2M)Amount outstanding after giving effect to the Transaction(minimum financing of $3.5M) Common SharesUnlimited40,000,00070,000,000Financing Subscription receipts that automatically convert on closing of the Transaction to common sharesFinder's Fee SharesUnlimited3,200,0005,600,000Finder's Fees shares in connection with Financing Subscription Receipts that will be issued on closing of the TransactionCommon SharesUnlimited50,000,00050,000,000Share exchange agreement to be issued to the shareholders of Pointor1Common SharesUnlimited1,500,0001,500,000Finder's fee shares to be issued concurrently with the closing of the TransactionCommon SharesUnlimited37,629,74537,629,745Currently issued and outstanding shares of FuseTotal: 129,129,745164,729,745 Fully Diluted Share CapitalThe following table outlines the expected number and percentage of securities of the Resulting Issuer to be outstanding on a non-diluted and fully-diluted basis after giving effect to the Transaction and the Minimum and Maximum Financing:Designation of SecurityNumber, Giving Effect to the Transaction and Minimum Amount of Financing)Number, Giving Effect to the Transaction and Maximum Amount of Financing)Percentage Giving Effect to the Transaction and Minimum Financing (undiluted)Percentage Giving Effect to the Transaction and Maximum Financing (undiluted)Percentage, Giving Effect to the Transaction and Minimum Financing (fully-diluted)Percentage, Giving Effect to the Transaction and Maximum Financing (fully-dilutedResulting Issuer Shares Shares Issued Fuse Shares37,629,74537,629,74528.44%22.84%23.45%19.51%Pointor Shares + Finder Shares51,500,00051,500,00038.92%31.26%32.10%26.71%Financing Shares40,000,00070,000,00030.23%42.49%24.93%36.30%Finder's Fee Shares3,200,0005,600,0002.42%3.40%1.99%2.90%Subtotals132,329,745164,129,745100.00%100.00% Reserved for issuance under the: Options 11,890,0001,890,0001.43%0.98%1.18%0.98%Warrants12,270,77012,270,7709.27%6.36%7.65%6.36%Finder Warrants160,000160,0000.12%0.08%0.10%0.08%Options213,795,35313,795,35310.42%7.15%8.60%7.15%Subtotal Convertible Securities28,116,12328,116,12321.25%14.58% Total (fully-diluted)160,445,868192,245,868100.00%100.00%100.00%100.00%1 current options outstanding2 Options to be granted upon closing of Transactionany other person or company, including any agent or underwriter.The following table sets out information, on completion of the Transaction, on options to purchase Resulting Issuer Shares that will be held upon completion of the Transaction to the extent presently known and subject to applicable regulatory approvals:Class of OptioneeType of SecurityNumber of Resulting Issuer Shares Under OptionExercise Price
(C$)Expiry DateProposed OfficersResulting Issuer Options6,454,487$0.05Five years from the date of grantProposed Directors (other than officers)Resulting Issuer Options3,227,244$0.05Five years from the ?date of grantFormer Directors and OfficerResulting Issuer Options1,613,622$0.05Five years from the date of grant500,000$0.05Other EmployeesResulting Issuer Options00Five years from the ?date of grantConsultantsResulting Issuer Options2,000,000$0.05Five years from the date of grantTOTAL 13,795,353 Available Funds and Principal PurposesAvailable FundsConcurrently 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 $3,500,000As 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 $3,424,480 under the Maximum Offering.Source of Funds Amount (Giving Effect to the Minimum Financing)
(C$) Amount (Giving Effect to the Maximum Financing)
(C$)Consolidated working capital of the Resulting Issuer as at on or about March 6, 2026 (Upon completion of Financing) $1,924,480 $3,424,480 Net proceeds from the Financing $2,000,000 $3,500,000Name, Address, Occupation and Security HoldingsThe following are the names and municipalities of residence of each proposed director and officer of the Resulting Issuer, the positions and offices to be held with the Resulting Issuer, their respective principal occupations within the five preceding years and the number and percentage of common shares of the Resulting Issuer which will be held by each of them on completion of the Financing. Each director will hold office until the next annual meeting of the Resulting Issuer unless his office is earlier vacated in accordance with the BCBCA.Name,City of Residence of each Proposed Director and OfficerPosition to be held with Resulting IssuerPrincipal Occupation for the last five yearsDirector of Fuse or Target Issuer SinceNumber and Percentage of Resulting Issuer Shares Giving Effect to the Minimum Financing and the Transaction(1)(2)(3)Number and Percentage of Resulting Issuer Shares Giving Effect to the Maximum Financing and the Transaction(3)Jessie (Fan)JohnChamonix, FrancePresident, CEO and DirectorMs. Johnson is the Founder and managing director of Dynamite, an executive recruiting firm, Dynamite which is based in the UK and France and has been active in HR/executive recruitment space for over 15 yearsTargetJune 25'2533,333,334(4)25.81%33,333,334(4)17.33%Taka L'HerpiniereChamonix, FranceCTO and DirectorTarka L'Herpinire works with a company called Arcterix SARL wich is a software development company. Mr. L'Herpinire has worked on various machine learning and artificial intelligence projects in the past for different client companiesTargetJune 25'258,333,333(4)6.45%8,333,333(4)4.33%Oliver WillettChamonix, FranceDirectorOliver Willett also works with Arcterix SARL. Oliver has also worked on various machine learning and AIR project in the past for different companiesTargetJune 25'258,333,333(4)6.45%8,333,333(4)4.33%Tim FernbackVancouver, BC, CanadaChairman and DirectorChartered Professional Accountant, President of TCF Ventures Corp., a private company providing financial advisory services to public and private companies. Mr. Fernback has over 25 years of financing experience as a director and officer of public and private companiesTargetJune 25'25653,000(4).50%653,000(4).33%Robert Setter
Qualicum Beach, BC, CanadaDirectorSelf-employed writer and consultant, 2011 to present; Director of the Company since February 2020 and current director and chairman of Grid Battery Metals Inc.FuseFeb 11, 2020NilNilRyan Cheung
Vancouver, BC, CanadaDirectorFounder and managing partner of MCPA Services Inc., and consultant who provides financial reporting, taxation and strategic guidance for public and private companies.FuseApril 27, 20340,000.03%40,000.02%Robert GuanzonRichmond, BC, CanadaCFOMr. Guanzon serves as Chief Financial Officer of several junior resource companies listed on the TSXV. Mr. Guanzon brings extensive experience in dealing with financial and accounting matters as well corporate strategy.FuseMar. 30'168,000.006%8,000.004%Tina WhyteCoquitlam, BC, CanadaCorporate SecretaryMs. Whyte serves as Corporate Secretary for publicly listed companies in mining and metals and diversified areas. Including drafting contracts; all matters relating to stock exchange transactions, including regulatory compliance and extensive experience in supporting and directing governance processesFuseMar. 30'16140,000.11%140,000.07%Assumes no participation in the Financing by any proposed director or officer of the Resulting Issuer.Upon completion of the Transaction and minimum financing, it is expected there will be 129,129,745 Resulting Issuer Shares issued and outstanding (giving effect to Transaction, Finder's Fee and Financing and Financing Finder's Fees).Upon completion of the Transaction and maximum financing, it is expected there will be 164,129,745 Resulting Issuer Shares issued and outstanding (giving effect to Transaction, Finder's Fee and Financing and Financing Finder's Fees).The above amounts are the Resulting Issuer Shareholders whose Resulting Issuer Shares (the "Resulting Issuer Escrowed Shares") will be subject to a Exchange Form 5D -Escrow Agreement (on an undiluted basisOther Information and UpdatesIn accordance with Exchange Policy, the Company's shares are halted from trading and will remain halted until such time as determined by the Exchange, which, depending on the policies of the Exchange, may not occur until the completion of the Transaction.The Company will provide further details in respect of the Transaction, in due course, by way of news releases.About Fuse Battery Metals Inc. https://fusebatterymetals.comFuse Battery Metals Inc. is a Canadian based exploration company that trades under the symbol FUSE on the TSX Venture Exchange. The Company's focus is on exploration for high value metals required for the manufacturing of batteries.Ontario Cobalt PropertiesFuse owns a 100% interest its Glencore Bucke Property, situated in Bucke Township, 6 km east- northeast of Cobalt, Ontario, subject to a back-in provision, production royalty and off-take agreement. The Glencore Bucke Property consists of 16.2 hectares and sits along the west boundary of Fuse's Teledyne Cobalt Project. The Company also owns a 100% interest, subject to a royalty, in the Teledyne Project located near Cobalt, Ontario. The Teledyne Property adjoins the south and west boundaries of claims that hosted the Agnico Mine.Glencore Bucke/Teledyne PropertySituated in Bucke Township, 6 km east-northeast of Cobalt, Ontario the Glencore Bucke Property adjoins, on its northeast corner, the former cobalt producing Agaunico Mine. From 1905 through to 1961, the Agaunico Mine produced a total of 4,350,000 lbs. of cobalt ("Co"), and 980,000 oz of silver ("Ag") (Cunningham-Dunlop, 1979). The amount of cobalt produced from the Agaunico Mine is greater than that of any other mine in the Cobalt Mining Camp. Production ceased in 1961 due to depressed Co prices and over-supply (Thomson, 1964). The Glencore property is 100% owned by Fuse Cobalt subject to a back-in provision, production royalty and off-take agreement.The associated Teledyne Property, located in Bucke and Lorrain Townships, consists of 5 patented mining claims totaling 79.1 ha, and 46 unpatented mining claim cells totaling approximately 700 ha. The Property is easily accessible by highway 567 and a well-maintained secondary road.Over CAD$25 million has been spent thus far, (2020 dollars inflation-adjusted) on the Teledyne Property resulting in valuable infrastructure including a development ramp and a modern decline going down 500 ft parallel to the main cobalt mineralized vein. 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., while the Glencore Bucke Property is subject to a back-in provision, production royalty, and an off-take agreement in favor of Glencore Canada Corp. Glencore PLC is the world's largest producer of cobalt. A significant portion of the cobalt that was produced at the Agaunico Mine was located along structures (Vein #15) that extended southward towards the northern boundary of the Teledyne Cobalt Property, currently 100% owned by FUSE. Mineralization was generally located within 125 ft (38.1 m) above the Huronian/Archean unconformity. Stoping widths of up to 50 ft (15.2 m) were not unusual at the Agaunico Mine (Cunningham-Dunlop, 1979).On Behalf of the Board of Directors"Tim Fernback"
Tim Fernback, President & CEOContact Information:
Email:
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