par Fuse Battery Metals Inc. (CVE:FUSE)
Fuse Battery Announces Amended Subscription Receipt Financing Details
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% |