Fuse Battery Announces Annual General Special Meeting Results, Subscription Receipt Financing and Update on the Reverse Take Over with Pointor AI
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3028 Quadra Court
Coquitlam, BC V3B 5X6
Phone : (236) 521-0207
FuseBatteryMetals.com
NEWS RELEASE
Fuse Battery Announces Annual General Special Meeting Results,
Subscription Receipt Financing and Update on the Reverse Take Over with
Pointor AI
Coquitlam, BC, December 23, 2025 – Fuse Battery Me tals Inc. (“the Company” or “Fuse”) (TSXV: FUSE,
OTCQB: FUSEF, FRA: 43W3) announces that the A nnual General and Special Meeting (the “Meeting”)
was held Monday, December 22, 2025 and is pleased to report that all resolutions were approved with
over 99.044% or more voting in favour in all categories. Resolutions passed are listed below.
1. The following individuals were re-elected Di rectors of the Company: Tim Fernback, Robert
Setter, Ryan Cheung, Chip Richardson and Andrew Gertler.
2. SHIM & Associates LLP, Chartered Professional Accountants, were re-appointed as Company
auditors.
3. Approval of the Reverse Take Over (“RTO”) with 1545726 B.C Ltd dba Pointor AI (“Pointor AI”)
from a Tier 2 Mining Exploration Company to a Tier 2 Technology Compan y in accordance with
Exchange Policy 5.2 previously announced on September 16, 2025, the shareholders also approved the
matters related to the RTO as follows:
(a) The approval of the RTO, which the Compan y has also recently received conditional
acceptance by TSX Venture Exchange (“Exchange”);
(b) The approval to increase and amendment of the Company’s 20% fixed Stock Option Plan
to include the 50,000,000 RTO shares, 1,500,000 finder fee shares and the 40,000,000
private placement shares to be issued on completion of the RTO; and
(c) The approval of the creation of Jessie (Fan) Johnson, as a new “Control Person” upon
completion of the RTO and in accordance with the policies of the Exchange.
Subsequent to the Meeting, the Board of Directors appointed the following officers of the Company for
the ensuing year:
Tim Fernback: President and Chief Executive Officer
Robert Guanzon: Chief Financial Officer
Tina Whyte: Secretary
Tim Fernback, Robert Setter and Ryan Cheung were re-appointed as members of the Audit Committee
for the upcoming year.
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The following table sets forth selected information regarding Pointor AI for the period ended September
30, 2025. Such information is derived from the Poin tor AI Financial Statements and should be read in
conjunction therewith:
Expenses
Fiscal Period Ended September 30, 2025
(audited)
($)
Total Assets 7,627
Total Liabilities 32,600
Revenues -
Expenses 25,073
Basic and Diluted Loss per Share (2.51)
Loss and comprehensive loss for the period (25,073)
Terms of the RTO Transaction
Fuse will acquire Pointor AI through the issuance of an aggregate of 50,000,000 of its common shares
at a deemed price of $0.05 per share, by way of a share exchange transaction (the "Transaction").
On closing of the Transaction and its associated CAD$2.0 million private placement financing, the
Pointor AI shareholders will receive common shares a t a p r i c e o f C A D $ 0 . 0 5 p e r s h a r e t o b e i s s u e d
concurrent with the placees of the CAD$2.0 mill ion private placement share subscription receipt
financing at CAD$0.05 per subscription receipt. The terms of the private placement are set out below.
In addition to the escrow requirements of the Exchan ge, Fuse common shares issued as part of the
Transaction will be subject to the following performance escrow conditions, managed by the Company’s
Transfer Agent and released upon successfully demonstrating the following Milestones have transpired.
If required by the Exchange, the performance escrow releases may be subject to timing constraints as a
part of the terms of release. If this is the case, then the Parties will negotiate additional time-based
escrow release criterion based on the Pointor AI stated business plan and financial projections that will
also apply to the escrow release schedule as a Term of Escrow Release.
Shares subject to
Performance
Escrow Release
Terms of Performance Escrow Release
Initial Release 8,000,000 Upon Exchange Transaction Final Approval
Escrow Milestone 1 8,000,000 Upon the successful completion and announcement of the
B2B (“Business to Business”) Minimum Viable Product as
referenced in the Pointor AI business plan.
Escrow Milestone 2 8,000,000 Upon the successful recognition of the first CAD$1 of sales
revenue from a third-party B2B customer sale and as stated
in the Company’s Quarterly Financial Statements (“FS”)
Escrow Milestone 3 8,000,000 After recognizin g the first CAD$323,750 in cumulative B2B
sales revenue in the FS
Escrow Milestone 4 8,000,000 After recognizing the first CAD$6,784,875 in cumulative
B2B sales revenue in the FS
Escrow Milestone 5
TOTAL
10,000,000
50,000,000
After the successful development and launch of the
Company’s second product for sale (Business to Consumer
or “B2C”) and record revenue from the first 100 individual
customers from third-party sales in the FS
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OR
After recognizing the first CAD$8,000,000 in cumulative
B2B sales revenue in the FS
Subject to the approval of the Exch ange, all Escrow Milestones shall be accelerated giving rise to the
release of any remaining Performanc e Shares, upon any sale, take-over-bid, amalgamation or plan of
arrangement resulting in a change of control of the Resulting Issuer in a transaction, or series of related
transactions.
In connection with the Transaction, a finder’s fee is payable in the amount of 1,500,000 shares to an
arm’s length party. The finder’s fee is subject to a successful completion of the Transaction and is
payable on the same terms as the milestone provis ions above with 250,000 share increments, as per
Exchange Policy 5.1 and is subject to Exchange approval.
Upon Completion of the Transaction the Company will be classified as a Tier 2 Technology Issuer on the
Exchange.
Financing
In connection with the Transaction, and subject to Exchange approval, the Company intends to complete
a private placement of subscription receipts for up to gross proceeds of CAD$2.0 million (the
"Financing") at a price of CAD$0.05 per subscripti on receipt. Immediatel y upon completion of the
Transaction, each subscription receipt will convert to a single common share of the Company on closing
of the Transaction. Finder’s fees may be payable in connection with the private placement subject to
compliance with Exchange policies and the Financing and finder’s fees are subject to the approval of the
Exchange.
The following table sets forth the estimated Available Funds of the Resulting Issuer before and after
Giving Effect to the Private Placement Financing. he principal purposes of the Available Funds from the
private placement will be as follows:
All securities issued pursuant to the Financing, Tran saction and finder’s fees will be subject to a hold
period as required under applicable Canadian securities legislation.
Use of Funds ($)
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 and Listing Fees 25,000
Unallocated Working Capital 473,890
Total: 1,924,480
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Reverse Take-Over Transaction
Completion of the RTO Transaction as contemplated would constitute a Change of Business/Reverse
Take-Over in accordance wi th Exchange Policy 5.2 Changes of Business and Reverse Takeovers ("Policy
5.2") as the Company's current business is the explorat ion of minerals. As a result the Transaction is
subject to final Exchange acceptance and approval of the shareholders of Fuse.
Management Changes
Pursuant to the closing of the RTO Transaction ce rtain management changes are intended to occur
pursuant to which three nominees set out below of Pointor AI will be appointed to the Company's board
of directors and the officers of Pointor AI will replace the Company's current officers, with the exception
of Fuse’s current Director Tim Fernback (proposed new Chairman), current Director Robert Setter and
current Director Ryan Cheung, As well the current Corporate Secretary Tina Whyte, and current CFO
Robert Guanzon, all of whom will remain in such position. James Hellwarth will also remain in a
consultant capacity post Transaction.
The following provides summary biog raphical information of each of the individuals intended to be
appointed as members of the Company's board of directors and/or as management of the Company:
JESSIE (FAN) JOHNSON – PROPOSED CEO/DIRECTOR
Jessie Johnson is a dynamic and results-driven business leader with over 20 years of global experience
in executive search, sales leadership, and entrepreneurship. She is the Founder and Managing Director
of an elite executive search firm. Under her leadership, the company has become a top-tier global talent
partner to some of the world’s largest FinTec h, data, and AI-driven technology companies,
consistently doubling its revenue year-on-year.
Today, the company is a preferred supplier to those industry leaders across North America, Europe, and
Asia. Jessie successfully expanded operations into France in 2021 and continues to drive strategic hiring
at the senior executive level across international markets.
Before founding her firm, Jessie spent a decade in se nior leadership roles at two of the UK’s largest
recruitment firms, where she built multi-million-p ound revenue streams from the ground up and
secured long-term partnerships wi th major global banks and technol ogy giants. Her track record of
scaling teams, breaking into new markets, and de livering high-impact talent solutions has firmly
positioned her as a force in the global executive search industry.
TARKA L’HERPINIERE - PROPOSED CTO/DIRECTOR
Tarka L’Herpiniere brings an unparalleled depth of expertise and a pr oven track record of innovation
to the role of Chief Technology Offi cer. Educated at the prestigious University of Bath and Brunel
University in the United Kingdom, Tarka has dedi cated two decades to pioneering advancements in
artificial intelligence. This extensive experience is underscored by an impressive entrepreneurial
journey, marked by the successful launch and exit of four distinct startups. Tarka's unique blend of
academic rigor, hands-on develo pment, and commercial acumen posi tions him perfectly to spearhead
our technological vision and drive transformative growth.
Along with Oliver Willett, Tarka is co-founder of A rcterix SARL (“Arcterix”), a bespoke AI and custom
software solutions company, and original developer of the Pointor AI intellectual property based out of
Paris, France. Arcterix is a pioneering AI industry company that operates within Europe for its global
client base building and training AI models and AI solutions for both large and small enterprises.
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OLIVER WILLETT – PROPOSED STRATEGIC ADVISOR/DIRECTOR
Oliver Willett brings a unique blend of start-ups and investment experience across a broad range of
sectors including AI, fintech, agri-tech, e-commerce and impact, and has a proven track record in leading
innovative projects. He sits on the boards of mult iple companies, advising on strategy, finance,
operations and commercialization. Over the last 30 years he has raised over $100m in successful
venture financings and has advised on mergers, acquisitions and disposals of over $500m.
Along with Tarka L’Herpiniere, Oliver is a co-found er of Arcterix, a bespoke AI and custom software
solutions company, and original developer of the Pointor AI intellectual property.
FLORIAN PIXNER – PROPOSED VP COMMERCIAL
Florian Pixner is a high-impact commercial leader wi t h o v e r 2 0 y e a r s o f g l o b a l e x p e r i e n c e i n s a l e s
strategy, revenue acceleration, and data-driven business transformation. He specializes in helping data
and intelligence companies scal e revenue, penetrate new markets, and drive commercial
performance—particularly in private equity-backed environments.
Florian has held senior leadership positions at two of the world’s leading data intelligence firms, where
he built and led high-growth sales organizations across wealth, healthcare , and risk intelligence
divisions, consistently delivering double-digit grow th and expanding international market share. He
played a key role in one of the industry’s landmark exits—a £1.2 billion acquisition by ION Group.
Combining commercial expertise with strategic execution, Florian successfully led the post-acquisition
integration of five businesses, unifying product, sale s, and go-to-market teams to reignite growth in a
global people intelligence portfolio. Among those, he helped scale BoardEx, now viewed as an adjacent
competitor to Pointor AI.
Florian Pixner is the founder of CVT Advisory (Kent, UK) which partners with PE firms, scale-ups, and
data-centric platforms, advising executive teams on go-to-market execution, commercial strategy, sales
enablement, and expansion planning— delivering gr owth-focused sales stra tegy and go-to-market
execution that accelerate both revenue and enterprise value for their clients.
Stock Option Grant
Concurrent with Closing of the Transaction, management will issue 12,795,353 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.
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
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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
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.
This news release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer
to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities
Act of 1933, as amended (the "1933 Act")) of any equity or ot her securities of the Corporation. The securities of the
Corporation have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a
U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements
of the 1933 Act.
Completion of the Transaction is subject to conditions , including final Exchange a cceptance. There can be no
assurance that the Transaction will be completed at all.
Investors are cautioned that, except as disclosed in th e management information ci rcular to be prepared in
connection with the Transactio n, any information released or received wi th 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.