Fuse Battery Announces Amended Terms of Financing to Include a Warrant and RTO Transaction
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3028 Quadra Court
Coquitlam, BC V3B 5X6
Phone : (236) 521-0207
FuseBatteryMetals.com
NEWS RELEASE
Fuse Battery Announces Amended Terms of Financing to Include a Warrant
and RTO Transaction
Coquitlam, BC, April 28, 2026 – Fuse Battery Metals Inc. (“the Company” or “Fuse”) (TSXV: FUSE,
OTCQB: FUSEF, FRA: 43W3) announces that further to its news release dated March 27, 2026, February
24, 2026 and December 23, 2025, the Company has amended the terms of the of the subscription receipt
financing (“Financing”), The Company intends to complete a private placement financing for a minimum
of $2,000,000 at a price of CAD$0.05 per subscription receipt (“Subscription Receipt”), subject to TSX
Venture Exchange (“Exchange)” final approval.
Upon satisfaction of the Escrow Release Conditions (including completion of the Reverse Take-Over
Transaction), each Subscription Receipt shall be automatically exercised, without any further action by
the holder of such Subscription Receipt (and for no additional consideration) into units (“Units”),
whereby each Unit will consist of one common share of the Company ( a “Share”) and one share
purchase warrant (a “Warrant”) exercisable at CAD$0.10 per Warrant Sharese for a period of 24 months
from the date of issuance.
The Financing has also received an additional 30 day extension expiring on May 27, 2026 from the
Exchange to complete the Financing being completed in connection with the RTO Transaction.
The Corporation may pay finder’s fees in connection with the Financing, which may be payable in cash,
securities, or a combination thereof, in accordance with the policies of the Exchange and applicable
securities laws. The finder’s fees are also subject to Exchange approval.
In connection with the Amended terms of the Financing, the Company has entered into an Amended
Agreement dated April 26, 2026 with 1545726 B.C. Ltd. dba Pointor AI (Pointor AI) to the Share
Exchange Agreement dated September 9, 2025.
The securities issued under the Financing, including the Common Shares, Warrants and Warrant Shares,
shall be subject to applicable hold periods in accordance with Applicable Canadian Securities Laws and
the policies of the Exchange.
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 CAD$2,000,000.
As at March 31, 2026, the Issuer had working capital deficit of approximately $211,759. Accordingly,
the estimated pro forma consolidated working capital deficit of the Resulting Issuer as at March 31,
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2026 was $211,759. Upon completion of the financing, the Resulting Issuer’s working capital will be
$1,788,241 under the Minimum Offering.
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. The principal purposes
of the Available Funds from the private placement will be as follows:
All 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.
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:
Designation of
Security
Amount
Authorized or to
be Authorized
Amount outstanding
after giving effect to
the Transaction
(minimum financing
of $2M)
Common Shares Unlimited 40,000,000 Financing Subscription
receipts that automatically
convert on closing of the
Transaction to common
shares
Finder’s Fee Shares Unlimited 3,200,000 Finder’s Fees shares in
connection with Financing
Subscription Receipts that
will be issued on closing of
the Transaction
Common Shares Unlimited 50,000,000 Share exchange agreement
to be issued to the
shareholders of Pointor1
Common Shares Unlimited 1,500,000 Finder’s fee shares to be
issued concurrently with the
closing of the Transaction
Common Shares Unlimited 37,629,745 Currently issued and
outstanding shares of Fuse
Total: 132,329,745
Use of Funds Minimum ($)
Research and Development 400,000
Product Marketing and Sales
200,000
Management Salaries and G&A 400,000
Legal, Professional Services and Regulatory Expenses 150,000
Investor Relations, Digital Marketing and Media Outreach 200,000
Private Placement Transaction, finder’s fees and Listing Fees 25,000
Unallocated Working Capital 413,241
Total: 1,788,241
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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)
Percentage Giving Effect
to the Transaction and
Minimum Financing
(undiluted)
Percentage, Giving Effect to the
Transaction and Minimum
Financing (fully-diluted)
Resulting Issuer Shares
Shares Issued
Fuse Shares 37,629,745 28.44% 18.77%
Pointor Shares +
Finder Shares
50,000,000 37.78% 24.94%
Pointor Finder Shares 1,500,000 1.13% 0.75%
Financing Shares 40,000,000 30.23% 19.96%
Finder’s Fee Shares 3,200,000 2.42% 1.60%
Subtotals 132,329,745 100.00% 100.00%
Reserved for issuance under the:
Options 1 1,890,000 1.43% 0.94%
Warrants 12,270,770 9.27% 6.12%
Financing Warrants 40,000,000 30.23%
19.96%
Finder Warrants 160,000 0.12% 0.08%
Options2 13,795,353 10.42% 6.88%
Subtotal Convertible Securities 68,116,123 51.47% 33.98%
Total (fully-diluted) 200,445,868 100.00% 100.00%
1 current options outstanding
2 Options to be granted upon closing of Transaction
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 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 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)
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)
19.34%
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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)
Taka L’Herpiniere
Chamonix, France
CTO and
Director
Tarka L'Herpinire works with a
company called Arcterix SARL
which 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)
4.84%
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)
4.84%
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)
.38%
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
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
.02%
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
.005%
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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)
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
.08%
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 172,329,745 Resulting Issuer Shares issued
and outstanding (giving effect to Transaction, Finder’s Fee and Financing and Financing Finder’s Fees).
3. 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
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 Financing and RTO 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.
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 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 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 4,350,000 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.
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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 & 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 responsibility 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 uncertainties. Except for statements of historical facts, comments
that address resource potential, upcoming work programs, geological interpretations, receipt and security of mineral
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 information released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon. Trading 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.