Fuse Battery Announces Amended Subscription Receipt Financing Details
1
3028 Quadra Court
Coquitlam, BC V3B 5X6
Phone : (236) 521-0207
FuseBatteryMetals.com
NEWS RELEASE
Fuse Battery Announces Amended Subscription Receipt Financing Details
Coquitlam, BC, February 24, 2026 – Fuse Battery Me tals 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 Exchan ge 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 rece ipts 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, ea ch subscription receipt will convert to a single
common share of the Company on closing of the Transa ction. 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 $3.5M. The principal purposes of the Available Funds from the private placement will be as follows:
All securities issued pursuant to the Financing, Tran saction and finder’s fees will be subject to a hold
four month and a day hold period as required under applicable Canadian securities legislation.
Use of Funds Minimum ($) Maximum ($)
Research and Development 400,000 600,000
Product Marketing and Sales
200,000 300,000
Management Salaries and G&A 400,000 500,000
Legal, Professional Services and Regulatory Expenses 150,000 200,000
Investor Relations, Digital Marketing and Media Outreach 200,000 200,000
Private Placement Transaction, finder’s fees and Listing Fees 25,000 305,000
Unallocated Working Capital 473,890 1,319,480
Total: 1,924,480 3,424,480
2
Stock Option Grant
Concurrent with Closing of the Transaction, management will issue 13,795,353 incentive stock options
for a five-year term under the Co mpany’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 Capitalization
The 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 Security
Amount
Authorized or
to be
Authorized
Amount
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
Shares
Unlimited 40,000,000 70,000,000 Financing
Subscription receipts
that automatically
convert on closing of
the Transaction to
common shares
Finder’s
Fee Shares
Unlimited 3,200,000 5,600,000 Finder’s Fees shares
in connection with
Financing
Subscription Receipts
that will be issued on
closing of the
Transaction
Common
Shares
Unlimited 50,000,000 50, 000,000 Share exchange
agreement to be
issued to the
shareholders of
Pointor1
Common
Shares
Unlimited 1,500,000 1,500,000 Finder’s fee shares to
be issued
concurrently with the
closing of the
Transaction
Common
Shares
Unlimited 37,629,745 37,629,745 Currently issued and
outstanding shares of
Fuse
Total: 129,129,745 164,729,745
3
Fully Diluted Share Capital
The 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 Security
Number,
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-
diluted
Resulting Issuer Shares
Shares Issued
Fuse Shares 37,629,745 37,629,745 28.44% 22.84% 23.45% 19.51%
Pointor Shares + 51,500,000 51,500,000 38.92% 31.26% 32.10% 26.71%
Financing Shares 40,000,000 70,000,000 30.23% 42.49% 24.93% 36.30%
Finder’s Fee Shares 3,200,000 5,600,000 2.42% 3.40% 1.99% 2.90%
Subtotals 132,329,745 164,129,745 100.00% 100.00%
Reserved for issuance under
Options 1 1,890,000 1,890,000 1.43% 0.98% 1.18% 0.98%
Warrants 12,270,770 12,270,770 9.27% 6.36% 7.65% 6.36%
Finder Warrants 160,000 160,000 0.12% 0.08% 0.10% 0.08%
Options2 13,795,353 13,795,353 10.42% 7.15% 8.60% 7.15%
Subtotal Convertible
Securities 28,116,123 28,116,123 21.25% 14.58%
Total (fully-diluted) 160,445,868 192,245,868 100.00% 100.00% 100.00% 100.00%
1 current options outstanding
2 Options to be granted upon closing of Transaction
• any 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
Optionee
Type of
Security
Number of
Resulting Issuer
Shares Under
Option
Exercise
Price
(C$) Expiry Date
Proposed
Officers
Resulting Issuer
Options
6,454,487 $0.05 Five years
from the
date of grant
Proposed
Directors
(other than
officers)
Resulting Issuer
Options
3,227,244 $0.05 Five years
from the
date of grant
Former
Directors
and Officer
Resulting Issuer
Options
1,613,622 $0.05 Five years
from the
date of grant 500,000 $0.05
Other
Employees
Resulting Issuer
Options
0 0 Five years
from the
date of grant
Consultants Resulting Issuer
Options
2,000,000 $0.05 Five years
from the
date of grant
TOTAL 13,795,353
4
Available Funds and Principal Purposes
Available Funds
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 Result ing 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 $3,500,000
Name, Address, Occupation and Security Holdings
The 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 Result ing Issuer, their respective principal occupations within the
five preceding years and the number and percentage of common shares of the Re sulting Issuer which will be held by
each of them on completion of the Fi nancing. 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 Officer
Position to be
held with
Resulting Issuer
Principal Occupation for
the last five years
Director of Fuse or
Target Issuer Since
Number 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)John
Chamonix, France
President, CEO
and Director
Ms. 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 years
Target
June 25’25
33,333,334(4)
25.81%
33,333,334(4)
17.33%
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Name,
City of Residence of each
Proposed Director and Officer
Position to be
held with
Resulting Issuer
Principal Occupation for
the last five years
Director of Fuse or
Target Issuer Since
Number 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)
Taka L’Herpiniere
Chamonix, France
CTO and
Director
Tarka 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 companies
Target
June 25’25
8,333,333(4)
6.45%
8,333,333(4)
4.33%
Oliver Willett
Chamonix, France
Director Oliver Willett also
works with Arcterix
SARL. Oliver has also
worked on various
machine learning and
AIR project in the past
for different companies
Target
June 25’25
8,333,333(4)
6.45%
8,333,333(4)
4.33%
Tim Fernback
Vancouver, BC, Canada
Chairman and
Director
Chartered 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 companies
Target
June 25’25
653,000(4)
.50%
653,000(4)
.33%
Robert Setter
Qualicum Beach, BC, Canada Director Self-employed writer
and consultant, 2011 to
present; Director of the
Company since
February 2020 and
current director and
chairman of Grid
Battery Metals Inc.
Fuse
Feb 11, 2020
Nil Nil
Ryan Cheung
Vancouver, BC, Canada Director Founder and managing
partner of MCPA
Services Inc., and
consultant who
provides financial
reporting, taxation and
strategic guidance for
public and private
companies.
Fuse
April 27, 203
40,000
.03%
40,000
.02%
6
Name,
City of Residence of each
Proposed Director and Officer
Position to be
held with
Resulting Issuer
Principal Occupation for
the last five years
Director of Fuse or
Target Issuer Since
Number 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)
Robert Guanzon
Richmond, BC, Canada CFO Mr. 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.
Fuse
Mar. 30’16
8,000
.006%
8,000
.004%
Tina Whyte
Coquitlam, BC, Canada Corporate
Secretary
Ms. 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
processes
Fuse
Mar. 30’16
140,000
.11%
140,000
.07%
1. Assumes no participation in the Financing by any proposed director or officer of the Resulting Issuer.
2. 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).
3. 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).
4. 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 basis
Other Information and Updates
In 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.com
Fuse 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.
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Ontario Cobalt Properties
Fuse 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 hectar es and sits along the west boundary of Fuse’s
Teledyne Cobalt Project. The Company also owns a 10 0% 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 Property
Situated 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 4,350,00 0 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, (2 020 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 minerali zed 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 coba lt that was produced at the Ag aunico Mine was located along
structures (Vein #15) that extended southward towards the northern boundary of the Teledyne
Cobalt Property, currently 100% owned by FUSE. Mineraliza tion was generally loca ted 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 & CEO
Contact Information:
Email: [email protected]
Phone: 236-521-0207
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibili ty for the adequacy or accuracy of this release. This news release may
contain forward-looking statements which include, but are not limited to, comments that involve future events and
conditions, which are subject to various risks and uncertainti es. Except for statements of historical facts, comments
that address resource potential, upcoming work programs, geological interpretations, receipt and security of mineral
8
property titles, availability of funds, and others are forward-looking. Forward-looking statements are not guarantees
of future performance and actual results may vary materially from those statements. General business conditions are
factors that could cause actual results to vary materially from forward-looking statements.
Completion of the Transaction and Financing is subject to conditions, including final Exchange acceptance. There can
be no assurance that the Transaction or the Financing will be completed at all.
Investors are cautioned that, except as disclosed in the management information circular dated November 17, 2025
with respect to the Transaction, any in formation released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon. Tradin g in the securities of the Company should be considered
highly speculative.
The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved
the contents of this news release.