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Coquitlam, BC, December 23, 2025 TheNewswire - Fuse Battery Metals Inc. ("the Company" or "Fuse") (TSXV: FUSE,OTC:FUSEF, OTCQB: FUSEF, FRA: 43W3) announces that the Annual General and Special Meeting (the "Meeting") was held Monday, December 22, 2025 and is pleased to report that all resolutions were approved with over 99.044% or more voting in favour in all categories. Resolutions passed are listed below.
1. The following individuals were re-elected Directors of the Company: Tim Fernback, Robert Setter, Ryan Cheung, Chip Richardson and Andrew Gertler.
2. SHIM & Associates LLP, Chartered Professional Accountants, were re-appointed as Company auditors.
3. Approval of the Reverse Take Over ("RTO") with 1545726 B.C Ltd dba Pointor AI ("Pointor AI") from a Tier 2 Mining Exploration Company to a Tier 2 Technology Company in accordance with Exchange Policy 5.2 previously announced on September 16, 2025, the shareholders also approved the matters related to the RTO as follows:
a) The approval of the RTO, which the Company has also recently received conditional acceptance by TSX Venture Exchange ("Exchange");
b) The approval to increase and amendment of the Company's 20% fixed Stock Option Plan to include the 50,000,000 RTO shares, 1,500,000 finder fee shares and the 40,000,000 private placement shares to be issued on completion of the RTO; and
c) The approval of the creation of Jessie (Fan) Johnson, as a new "Control Person" upon completion of the RTO and in accordance with the policies of the Exchange.
Subsequent to the Meeting, the Board of Directors appointed the following officers of the Company for the ensuing year:
Tim Fernback: President and Chief Executive Officer
Robert Guanzon: Chief Financial Officer
Tina Whyte: Secretary
Tim Fernback, Robert Setter and Ryan Cheung were re-appointed as members of the Audit Committee for the upcoming year.
The following table sets forth selected information regarding Pointor AI for the period ended September 30, 2025. Such information is derived from the Pointor AI Financial Statements and should be read in conjunction therewith:
| Expenses | Fiscal Period Ended September 30, 2025 (audited) ($) |
| Total Assets | 7,627 |
| Total Liabilities | 32,600 |
| Revenues | - |
| Expenses | 25,073 |
| Basic and Diluted Loss per Share | (2.51) |
| Loss and comprehensive loss for the period |
Fuse will acquire Pointor AI through the issuance of an aggregate of 50,000,000 of its common shares at a deemed price of $0.05 per share, by way of a share exchange transaction (the "Transaction").
On closing of the Transaction and its associated CAD$2.0 million private placement financing, the Pointor AI shareholders will receive common shares at a price of CAD$0.05 per share to be issued concurrent with the placees of the CAD$2.0 million private placement share subscription receipt financing at CAD$0.05 per subscription receipt. The terms of the private placement are set out below.
In addition to the escrow requirements of the Exchange, 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 and released upon successfully demonstrating the following Milestones have transpired. If required by the Exchange, 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.
| Shares subject to Performance Escrow Release | Terms of Performance Escrow Release | |
| Initial Release | 8,000,000 | Upon Exchange Transaction Final Approval |
| Escrow Milestone 1 | 8,000,000 | Upon the successful completion and announcement of the B2B ("Business to Business") Minimum Viable Product as referenced in the Pointor AI business plan. |
| Escrow Milestone 2 | 8,000,000 | Upon the successful recognition of the first CAD$1 of sales revenue from a third-party B2B customer sale and as stated in the Company's Quarterly Financial Statements ("FS") |
| Escrow Milestone 3 | 8,000,000 | After recognizing the first CAD$323,750 in cumulative B2B sales revenue in the FS |
| Escrow Milestone 4 | 8,000,000 | After recognizing the first CAD$6,784,875 in cumulative B2B sales revenue in the FS |
| Escrow Milestone 5 TOTAL | 10,000,000 50,000,000 | After the successful development and launch of the Company's second product for sale (Business to Consumer or "B2C") and record revenue from the first 100 individual customers from third-party sales in the FS OR After recognizing the first CAD$8,000,000 in cumulative B2B sales revenue in the FS |
Subject to the approval of the Exchange, all Escrow Milestones shall be accelerated giving rise to the release of any remaining Performance Shares, upon any sale, take-over-bid, amalgamation or plan of arrangement resulting in a change of control of the Resulting Issuer in a transaction, or series of related transactions.
In connection with the Transaction, a finder's fee is payable in the amount of 1,500,000 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 Exchange Policy 5.1 and is subject to Exchange approval.
Upon Completion of the Transaction the Company will be classified as a Tier 2 Technology Issuer on the Exchange.
In connection with the Transaction, and subject to Exchange approval, the Company intends to complete a private placement of subscription receipts for up to gross proceeds of CAD$2.0 million (the "Financing") at a price of CAD$0.05 per subscription receipt. Immediately upon completion of the Transaction, each subscription receipt will convert to a single common share of the Company on closing of the Transaction. Finder's fees may be payable in connection with the private placement subject to compliance with Exchange policies and the Financing and finder's fees are subject to the approval of the Exchange.
The following table sets forth the estimated Available Funds of the Resulting Issuer before and after Giving Effect to the Private Placement Financing. he principal purposes of the Available Funds from the private placement will be as follows:
| Use of Funds | ($) |
| Research and Development | 400,000 |
| Product Marketing and Sales | 200,000 |
| Management Salaries and G&A | 400,000 |
| Legal, Professional Services and Regulatory Expenses | 150,000 |
| Investor Relations, Digital Marketing and Media Outreach | 200,000 |
| Private Placement Transaction and Listing Fees | 25,000 |
| Unallocated Working Capital | 473,890 |
| Total: | 1,924,480 |
All securities issued pursuant to the Financing, Transaction and finder's fees will be subject to a hold period as required under applicable Canadian securities legislation.
Completion of the RTO Transaction as contemplated would constitute a Change of Business/Reverse Take-Over in accordance with Exchange Policy 5.2 Changes of Business and Reverse Takeovers ("Policy 5.2") as the Company's current business is the exploration of minerals. As a result the Transaction is subject to final Exchange acceptance and approval of the shareholders of Fuse.
Pursuant to the closing of the RTO Transaction certain management changes are intended to occur pursuant to which three nominees set out below 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 the current Corporate Secretary Tina Whyte, and current CFO Robert Guanzon, all of whom will remain in such position. James Hellwarth will also remain in a consultant capacity post Transaction.
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 CEO/DIRECTOR
Jessie 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 AI-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. Jessie successfully expanded operations into France in 2021 and continues to drive strategic hiring at the senior executive level across international markets.
Before founding her firm, Jessie spent a decade in senior leadership roles at two of the UK's largest recruitment firms, where she built multi-million-pound revenue streams from the ground up and secured long-term partnerships with major global banks and technology giants. Her track 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 CTO/DIRECTOR
Tarka L'Herpiniere brings an unparalleled depth of expertise and a proven track record of innovation to the role of Chief Technology Officer. Educated at the prestigious University of Bath and Brunel University in the United Kingdom, Tarka 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 startups. Tarka's unique blend of academic rigor, hands-on development, and commercial acumen positions him perfectly to spearhead our technological vision and drive transformative growth.
Along with Oliver Willett, Tarka is co-founder of Arcterix SARL ("Arcterix"), a bespoke AI and custom software solutions 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 ADVISOR/DIRECTOR
Oliver Willett brings a unique blend of start-ups and investment experience across a broad range of sectors including AI, fintech, agri-tech, e-commerce and impact, and has a proven track record in leading innovative projects. He sits on the boards of multiple companies, advising on strategy, finance, operations and commercialization. Over the last 30 years he has raised over $100m in successful venture financings and has advised on mergers, acquisitions and disposals of over $500m.
Along with Tarka L'Herpiniere, Oliver is a co-founder of Arcterix, a bespoke AI and custom software solutions company, and original developer of the Pointor AI intellectual property.
Florian Pixner – PROPOSED VP Commercial
Florian 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.
Florian 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, healthcare, 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 acquisition by ION Group.
Combining commercial expertise with strategic execution, Florian successfully led the post-acquisition 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.
Florian Pixner is the founder of CVT Advisory (Kent, UK) 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 their clients.
Stock Option Grant
Concurrent with Closing of the Transaction, management will issue 12,795,353 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.
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.
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"
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.
This news release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of the Corporation. The securities of the Corporation have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.
Completion of the Transaction is subject to conditions, including final Exchange acceptance. There can be no assurance that the Transaction will be completed at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with 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.
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