Fuse Battery Announces the Signing of the Share Exchange Agreement with Pointor AI for a Proposed Change of Business/Reverse Take-Over

Executive Summary

• Fuse Battery Metals Inc. entered into a definitive Share Exchange Agreement to acquire 100 % of Pointor AI (1545726 B.C. Ltd.) by issuing 50,000,000 Fuse common shares at a deemed $0.05 per share.
• The transaction is subject to TSXV and shareholder approvals, includes performance‑based escrow releases tied to product milestones and cumulative B2B sales revenue, and will trigger a change of business from mineral exploration to AI‑driven recruitment technology.
• Concurrently, Fuse plans a private placement of subscription receipts for a minimum of CAD $2.0 million at $0.05 per receipt to fund product development, marketing, G&A and working capital; proceeds are earmarked in detail.

Key Details

• Transaction Structure: Share exchange – 50 M Fuse common shares issued to Pointor AI shareholders (price deemed $0.05/share).
• Escrow / Performance Milestones: Total of 10 M shares held in escrow, released upon:
• TSXV final approval (8 M shares)
• Completion & announcement of B2B Minimum Viable Product (8 M)
• First CAD $1 of B2B sales revenue (8 M)
• Cumulative B2B sales of CAD $323,750 (8 M)
• Cumulative B2B sales of CAD $6,784,875 (8 M)
• Final milestone – either launch of second product + first 100 B2C customers or cumulative B2B sales of CAD $8 M (remaining 10 M shares).

• Escrow Acceleration: All remaining escrow shares release automatically upon a change‑of‑control transaction.

• Financing (Private Placement):

• Minimum gross proceeds: CAD $2.0 million
• Price: CAD $0.05 per subscription receipt (each converts to one Fuse common share at closing)

• Use of Proceeds (CAD $2,000,000 total):

  • Software Development Product #1: $250,000
  • Software Development Products #1 & #2: $300,000
  • IR / Media & Advertising: $310,000
  • Marketing & Sales (literature/PR/tradeshows/seminars/people): $300,000
  • Salaries & Office Administration: $550,000
  • Regulatory & Financing Costs: $140,000
  • Unallocated Working Capital: $150,000

• Finder’s Fee: 1,500,000 shares payable to an arm‑length party upon successful completion; released in 250,000‑share increments aligned with escrow milestones.

• Management Changes / Board Appointments:

• Three Pointor AI nominees will join Fuse’s board; Pointor AI officers (including CEO Jessie Johnson) will replace current Fuse officers, except for existing directors Tim Fernback (proposed Chairman), Robert Setter, Ryan Cheung, corporate secretary Tina Whyte, and CFO Robert Guanzon.

• Key proposed executives: Jessie (Fan) Johnson – CEO/Director; Tarka L’Herpiniere – CTO/Director; Oliver Willett – Strategic Advisor/Director; Florian Pixner – VP Commercial.

• Stock Option Grant: Concurrent with closing, 12,795,353 incentive stock options at C$0.05 strike price, five‑year term, immediate vesting.

• Share Trading Halt: Fuse shares will remain halted pending TSXV approval and transaction completion.

• Change of Business Impact: Completion converts Fuse from a mineral exploration company to a Tier 2 Technology Issuer focused on AI recruitment solutions; subject to TSXV sponsorship waiver request.

Notable Quotes

“We are very excited about the opportunity to acquire a new and innovative company focused on the fast‑paced world of artificial intelligence.” – Tim Fernback, President & CEO, Fuse Battery Metals

“Joining forces with Fuse allows Pointor AI to push far beyond the limits of a typical start‑up… we see a future where executive search is faster, more transparent, and more accessible than ever before.” – Jessie Johnson, CEO, Pointor AI