Fuse Battery Announces Amended Subscription Receipt Financing Details
Executive Summary
- Fuse Battery Metals Inc. has obtained conditional TSX Venture Exchange and shareholder approval to complete a Reverse Take‑Over of 1545726 B.C. Ltd. dba Pointor AI.
- The company will raise CAD $2.0 M – $3.5 M via a private placement of subscription receipts at CAD $0.05 each, which will automatically convert to common shares upon closing.
- Proceeds are earmarked for R&D, product marketing & sales, management salaries/G&A, legal and professional fees, investor relations, and working capital; the transaction also includes issuance of 13,795,353 incentive stock options at CAD $0.05 per share.
Key Details
- Financing Structure
- Minimum raise: CAD $2,000,000 (40,000,000 subscription receipts)
- Maximum raise: CAD $3,500,000 (70,000,000 subscription receipts)
- Price per receipt: CAD $0.05
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Receipts convert to common shares on closing of the Reverse Take‑Over.
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Use of Proceeds (Minimum / Maximum)
- Research & Development – $400k / $600k
- Product Marketing & Sales – $200k / $300k
- Management Salaries & G&A – $400k / $500k
- Legal, Professional Services & Regulatory Expenses – $150k / $200k
- Investor Relations, Digital Marketing & Media Outreach – $200k (both)
- Private Placement Transaction costs (finder’s fees, listing fees) – $25k / $305k
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Unallocated Working Capital – $473,890 / $1,319,480
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Hold Period – All securities issued are subject to a four‑month plus one day hold period under Canadian securities legislation.
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Stock Option Grant
- 13,795,353 incentive stock options granted concurrently with closing.
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Exercise price: CAD $0.05 per share; five‑year term; vested immediately.
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Pro Forma Capitalization (Post‑Transaction & Financing)
| Security | Minimum Shares Outstanding | Maximum Shares Outstanding |
|---|---|---|
| Common Shares (existing) | 37,629,745 | 37,629,745 |
| New Common Shares (conversion of receipts) | 40,000,000 | 70,000,000 |
| Finder’s Fee Shares | 3,200,000 | 5,600,000 |
| Pointor Shares (share exchange) | 50,000,000 | 50,000,000 |
| Other Issued Shares (incl. options & warrants) – see detailed tables | — | — |
- Fully Diluted Share Count
- Minimum financing: 160,445,868 shares
-
Maximum financing: 192,245,868 shares
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Option Pools (post‑transaction)
- Officers: 6,454,487 options @ CAD $0.05 (5‑yr)
- Directors (non‑officers): 3,227,244 options @ CAD $0.05 (5‑yr)
- Former directors/officers: 1,613,622 options @ CAD $0.05 (5‑yr)
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Consultants: 2,000,000 options @ CAD $0.05 (5‑yr)
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Working Capital Impact
- Pre‑transaction deficit (as of Sep 30 2025): ≈ $50,546
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Post‑financing working capital (estimated): $1,924,480 – $3,424,480 depending on amount raised.
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Trading Halt – Shares are halted pending completion of the transaction and will remain so until the Exchange lifts the halt.
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Management & Director Participation – No proposed directors or officers will participate in the financing; their existing holdings are disclosed but unchanged by this offering.
Notable Quotes
“Tim Fernback, President & CEO” – “The successful approval of our Reverse Take‑Over and the forthcoming private placement provide Fuse Battery Metals with the capital needed to accelerate our R&D programs and advance our market positioning in battery‑grade metals.” (quoted in the release)