Fuse Battery enters LOI to acquire Pointor AI

Mr. Tim Fernback reports FUSE BATTERY ANNOUNCES THE SIGNING OF AN LOI WITH POINTOR AI FOR A PROPOSED CHANGE OF BUSINESS/REVERSE TAKE-OVER Fuse Battery Metals Inc. has entered into a binding letter of intent with 1545726 B.C. Ltd. (doing business as Pointor AI) for the acquisition of 100 per cent of its common and preferred shares, by way of a three-cornered amalgamation transaction with Fuse's wholly owned subsidiary. Subject to Section 4.1 of TSX Venture Exchange Policy 5.2, the transaction is subject to shareholder approval. The LOI was entered into at arm's length. Pointor AI is a novel recruitment technology business that is developing an artificial-intelligence-driven platform that management believes reduces executive and specialist hiring time by 80 per cent and costs by up to 90 per cent compared with traditional executive search methods, which typically charge 30 to 35 per cent of first-year salary. The Pointor AI-driven recruitment platform leverages machine learning and natural language processing to analyze publicly available professional data, offering features including competitor research, automated org chart building, talent mapping and salary benchmarking. The platform's four-layer architecture (data collection, processing, intelligence and interface) delivers an intuitive user experience for both recruiters and hiring managers. Pointor AI is a newly incorporated private company dedicated to the commercialization of AI software for the human resources, executive search and recruitment industries. The principals of this company are Jessie (Fan) Johnson, chief executive officer, Tarka L'Herpiniere, chief operating officer, and Oliver Willett, vice-president, business development. Ms. Johnson is a control person, and currently owns 66.67 per cent of the issued and outstanding shares of 1545726 B.C. Founded in 2025 and headquartered in London, United Kingdom, Pointor AI plans to complete the development and commercialization of its first artificial-intelligence-powered product in calendar 2025, which it plans to first deploy in the European financial service industry under a software-as-a-service model. The global recruitment market, valued at $757-billion (U.S.) in 2024, is projected to reach $2.3-trillion (U.S.) by 2033 (compound annual growth rate of 13.1 per cent). Pointor AI targets large enterprises with 10,000-plus employees, focusing initially on the U.K. and North America, with planned expansion to the European Union in year 2 and Asia in year 3. Pointor AI employs a dual revenue model: (1) per-placement fee model with a base fee of 500 pounds sterling per job plus 5 per cent of first-year salary, averaging 5,500 pounds sterling per hire; and (2) enterprise subscription model with an average monthly fee of 5,000 pounds sterling (60,000 pounds sterling of annual recurring revenue), including unlimited searches and dedicated support. Its competitive advantages include proprietary data assets, specialized executive search focus, enterprise-grade technology with rapid implementation (two to four weeks versus industry standard three to six months), and significant cost advantages (80 to 90 per cent savings versus traditional executive search). Summary of financial information Financial statements for Pointor AI were not available at the time of this news release. As such, summary financial information will be disclosed at a later date in accordance with the policies of the exchange. Terms of the transaction Subject to the execution and delivery of a mutually acceptable definitive agreement, Fuse will acquire Pointor AI through the issuance of an aggregate of 50 million of its common shares by way of a three-cornered amalgamation transaction. The Pointor AI shareholders will receive a price per consideration share that is anticipated to be equal to the price per share to be issued in the private placement financing that the company intends to complete concurrently with the transaction, as described further below in this news release. Sponsorship Sponsorship of a change of business/reverse takeover transaction is required by the TSX Venture Exchange unless exempt in accordance with TSX-V policies or the TSX-V provides a waiver from sponsorship requirements. Fuse intends to apply for a waiver from the sponsorship requirements; however, there is no assurance that it will be able to obtain a waiver from sponsorship requirements if an exemption from sponsorship is not available. In addition to the escrow requirements of the TSX-V, 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 or suitable authority, and released upon demonstrating that the following milestones have transpired. If required by the TSX-V, 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. Each party shall be responsible for its own costs and expenses incurred with respect to the transaction. Upon the successful execution of this LOI, Fuse will loan Pointor AI an amount equal to $25,000 within three business days to be applied toward the transaction costs incurred by Pointor AI. If the transaction is completed on the TSX-V, no interest will accrue on this loan, and the loan will be forgiven in its entirety as part of the transaction. If the transaction is not concluded within 12 months of successful LOI execution, an interest rate of 10 per cent per annum will accrue, and the loan will become payable to Fuse on demand. In connection with the transaction, a finder's fee is payable in the amount of 1.5 million 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 provisions above with 250,000 share increments, as per TSX-V Policy 5.1, and is subject to TSX-V approval. Upon completion of the transaction, the company will be classified as a Tier 2 technology issuer on the TSX-V. Financing In connection with the transaction and subject to TSX-V approval, the company intends to complete a private placement of subscription receipts for gross proceeds of $2.0-million at a price of five cents per subscription receipt. Immediately upon completion of the transaction, each subscription receipt will convert to a single common share of the company. The financing may be brokered or non-brokered, and agent commissions and/or finder fees in cash or securities may be payable in connection with the financing subject to compliance with TSX-V policies, and the financing and finder fees are subject to the approval of the TSX-V. Proceeds from the financing are expected to be used as follows. All securities issued pursuant to the financing, transaction and finder fees will be subject to a hold period as required under applicable securities legislation. Change of business Completion of the transaction as contemplated would constitute a change of business/reverse takeover in accordance with TSX-V Policy 5.2 (Changes of Business and Reverse Takeovers) as the company's current business is the exploration of minerals. As a result, the transaction is subject to TSX-V acceptance and approval of the shareholders of Fuse. Conditions The transaction is subject to a number of conditions, including, but not limited to, entry into a definitive agreement, closing of the financing, completion of due diligence reviews by the parties, and approval by each of the Fuse and Pointor AI boards of directors. Management changes Under the terms of the LOI, certain management changes are intended to occur concurrently with the closing of the transaction pursuant to which three nominees 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 as the current corporate secretary Tina Whyte and current chief financial officer Robert Guanzon, all of whom will remain in such positions. James Hellwarth will also remain in his investor relations capacity postamalgamation. The following provides summary biographical 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 chief executive officer/director Ms. 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 fintech, data and artificial-intelligence-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. She expanded operations into France in 2021 and continues to drive strategic hiring at the senior executive level across international markets. Before founding her firm, she spent a decade in senior leadership roles at two of the U.K.'s largest recruitment firms, where she built multimillion-pound revenue streams from the ground up and secured long-term partnerships with major global banks and technology giants. Her record of scaling teams, breaking into new markets and delivering high-impact talent solutions has firmly positioned her as a force in the global executive search industry. Tarka L'Herpiniere -- proposed chief technology officer/director Mr. L'Herpiniere brings an unparalleled depth of expertise and a proven record of innovation to the role of chief technology officer. Educated at the prestigious University of Bath and Brunel University in the United Kingdom, he has dedicated 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 start-ups. His unique blend of academic rigour, hands-on development and commercial acumen positions him perfectly to spearhead technological vision and drive transformative growth. Along with Mr. Willett, Tarka is co-founder of Arcterix Sarl, a bespoke AI and custom software solution 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. Oliver Willett -- proposed strategic adviser/director Mr. Willett brings a unique blend of start-ups and investment experience across a broad range of sectors including AI, fintech, agritech, e-commerce and impact, and has a proven record in leading innovative projects. He sits on the boards of multiple companies, advising on strategy, finance, operations and commercialization. Over the past 30 years, he has raised over $100-million in successful venture financings, and has advised on mergers, acquisitions and disposals of over $500-million. Along with Mr. L'Herpiniere, Mr. Willett is a co-founder of Arcterix, a bespoke AI and custom software solution company, and original developer of the Pointor AI intellectual property. Florian Pixner -- proposed vice-president, commercial Mr. Pixner is a high-impact commercial leader with over 20 years of global experience in sales strategy, revenue acceleration and data-driven business transformation. He specializes in helping data and intelligence companies scale revenue, penetrate new markets and drive commercial performance -- particularly in private equity-backed environments. He 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, health care and risk intelligence divisions, consistently delivering double-digit growth and expanding international market share. He played a key role in one of the industry's landmark exits -- a 1.2-billion-pound-sterling acquisition by Ion Group. Combining commercial expertise with strategic execution, he led the postacquisition integration of five businesses, unifying product, sales 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. Mr. Pixner is the founder of CVT Advisory (Kent, U.K.), 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 growth-focused sales strategy and go-to-market execution that accelerate both revenue and enterprise value for clients. Other information and updates In accordance with TSX-V policy, the company's shares are halted from trading and will remain halted until such time as determined by the TSX-V, which, depending on the policies of the TSX-V, 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. Fuse Battery 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. We seek Safe Harbor.