COQUITLAM, BC / ACCESS Newswire / February 24, 2026 / Fuse Battery Metals Inc. ("the Company" or "Fuse") (TSXV:FUSE)(OTCQB:FUSEF)(FRA:43W3) announces that in connection with the approval of the Reverse Take Over ("Transaction") with 1545726 B.C Ltd dba Pointor AI from a Tier 2 Mining Exploration Company to a Tier 2 Technology Company in accordance with TSX Venture Exchange ("Exchange") Policy 5.2 previously announced on July 16, September 16 and December 23, 2025.
The Company has now obtained conditional Exchange approval and Shareholder approval and in connection with the Transaction, and subject to Exchange approval, the Company now intends to complete a private placement of subscription receipts for a minimum of CAD$2.0 Million up to a maximum of CA$3.5 Million (the "Financing") at a price of CAD$0.05 per subscription receipt. Immediately 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 will be paid 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. Finder's fees will not be paid until closing of the Transaction.
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 to a maximum amount of $3.5M. The principal purposes of the Available Funds from the private placement will be as follows:
Use of Funds |
Minimum ($) |
Maximum ($) |
Research and Development |
400,000 |
600,000 |
Product Marketing and Sales |
200,000 |
300,000 |
Management Salaries and G&A |
400,000 |
500,000 |
Legal, Professional Services and Regulatory Expenses |
150,000 |
200,000 |
Investor Relations, Digital Marketing and Media Outreach |
200,000 |
200,000 |
Private Placement Transaction, finder's fees and Listing Fees |
25,000 |
305,000 |
Unallocated Working Capital |
473,890 |
1,319,480 |
Total: |
1,924,480 |
3,424,480 |
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.
Stock Option Grant
Concurrent with Closing of the Transaction, management will issue 13,795,353 incentive stock options for a five-year term under the Company's amended stock option plan exercisable at a CDN$0.05 per share for a term of five years to be vested immediately.
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 to a maximum amount of 70,000,000:
Designation of Security |
Amount Authorized or to be Authorized |
Amount outstanding after giving effect to the Transaction (minimum financing of $2M) |
Amount outstanding after giving effect to the Transaction (minimum financing of $3.5M) |
|
|---|---|---|---|---|
Common Shares |
Unlimited |
40,000,000 |
70,000,000 |
Financing Subscription receipts that automatically convert on closing of the Transaction to common shares |
Finder's Fee Shares |
Unlimited |
3,200,000 |
5,600,000 |
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 |
50,000,000 |
Share exchange agreement to be issued to the shareholders of Pointor1 |
Common Shares |
Unlimited |
1,500,000 |
1,500,000 |
Finder's fee shares to be issued concurrently with the closing of the Transaction |
Common Shares |
Unlimited |
37,629,745 |
37,629,745 |
Currently issued and outstanding shares of Fuse |
Total: |
129,129,745 |
164,729,745 |
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) |
Number, Giving Effect to the Transaction and Maximum Amount of Financing) |
Percentage Giving Effect to the Transaction and Minimum Financing (undiluted) |
Percentage Giving Effect to the Transaction and Maximum Financing (undiluted) |
Percentage, Giving Effect to the Transaction and Minimum Financing (fully-diluted) |
Percentage, Giving Effect to the Transaction and Maximum Financing (fully-diluted |
Resulting Issuer Shares |
||||||
Shares Issued |
||||||
Fuse Shares |
37,629,745 |
37,629,745 |
28.44% |
22.84% |
23.45% |
19.51% |
Pointor Shares + Finder Shares |
51,500,000 |
51,500,000 |
38.92% |
31.26% |
32.10% |
26.71% |
Financing Shares |
40,000,000 |
70,000,000 |
30.23% |
42.49% |
24.93% |
36.30% |
Finder's Fee Shares |
3,200,000 |
5,600,000 |
2.42% |
3.40% |
1.99% |
2.90% |
Subtotals |
132,329,745 |
164,129,745 |
100.00% |
100.00% |
||
Reserved for issuance under the: |
||||||
Options 1 |
1,890,000 |
1,890,000 |
1.43% |
0.98% |
1.18% |
0.98% |
Warrants |
12,270,770 |
12,270,770 |
9.27% |
6.36% |
7.65% |
6.36% |
Finder Warrants |
160,000 |
160,000 |
0.12% |
0.08% |
0.10% |
0.08% |
Options2 |
13,795,353 |
13,795,353 |
10.42% |
7.15% |
8.60% |
7.15% |
Subtotal Convertible Securities |
28,116,123 |
28,116,123 |
21.25% |
14.58% |
||
Total (fully-diluted) |
160,445,868 |
192,245,868 |
100.00% |
100.00% |
100.00% |
100.00% |
1 current options outstanding
2 Options to be granted upon closing of Transaction
-
any other person or company, including any agent or underwriter.
The following table sets out information, on completion of the Transaction, on options to purchase Resulting Issuer Shares that will be held upon completion of the Transaction to the extent presently known and subject to applicable regulatory approvals:
Class of Optionee |
Type of Security |
Number of Resulting Issuer Shares Under Option |
Exercise Price |
Expiry Date |
Proposed Officers |
Resulting Issuer Options |
6,454,487 |
$0.05 |
Five years from the date of grant |
Proposed Directors (other than officers) |
Resulting Issuer Options |
3,227,244 |
$0.05 |
Five years from the ‎date of grant |
Former Directors and Officer |
Resulting Issuer Options |
1,613,622 |
$0.05 |
Five years from the date of grant |
500,000 |
$0.05 |
|||
Other Employees |
Resulting Issuer Options |
0 |
0 |
Five years from the ‎date of grant |
Consultants |
Resulting Issuer Options |
2,000,000 |
$0.05 |
Five years from the date of grant |
TOTAL |
13,795,353 |
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 $2,000,000 and a maximum of $3,500,000
As at September 30, 2025, the Issuer had working capital deficit of approximately $50,546. Accordingly, the estimated pro forma consolidated working capital deficit of the Resulting Issuer as at September $75,520. Upon the financing closing on or about March 6, 2026, the Resulting Issuer's working capital will increase to $1,924,480 under the Minimum Offering and $3,424,480 under the Maximum Offering.
Source of Funds |
Amount (Giving Effect to the Minimum Financing) |
Amount (Giving Effect to the Maximum Financing) |
||
Consolidated working capital of the Resulting Issuer as at on or about March 6, 2026 (Upon completion of Financing) |
$1,924,480 |
$3,424,480 |
||
Net proceeds from the Financing |
$2,000,000 |
$3,500,000 |
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) |
Number and Percentage of Resulting Issuer Shares Giving Effect to the Maximum Financing and the Transaction(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) 25.81% |
33,333,334(4) 17.33% |
|
Taka L'Herpiniere Chamonix, France |
CTO and Director |
Tarka L'Herpinire works with a company called Arcterix SARL wich 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) 6.45% |
8,333,333(4) 4.33% |
|
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) 6.45% |
8,333,333(4) 4.33% |
|
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) .50% |
653,000(4) .33% |
Robert Setter |
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 |
Nil |
Ryan Cheung |
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 .03% |
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 .006% |
8,000 .004% |
|
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 .11% |
140,000 .07% |
Assumes no participation in the Financing by any proposed director or officer of the Resulting Issuer.
Upon completion of the Transaction and minimum financing, it is expected there will be 129,129,745 Resulting Issuer Shares issued and outstanding (giving effect to Transaction, Finder's Fee and Financing and Financing Finder's Fees).
Upon completion of the Transaction and maximum financing, it is expected there will be 164,129,745 Resulting Issuer Shares issued and outstanding (giving effect to Transaction, Finder's Fee and Financing and Financing Finder's Fees).
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
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.
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.
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: info@fusebatterymetals.com
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.
SOURCE: Fuse Battery Metals
View the original press release on ACCESS Newswire
