Fuse Battery Announces Amended Subscription Receipt Financing Details
(TheNewswire)
Coquitlam, BC, February 24, 2026 – TheNewswire – Fuse Battery MetalsInc. (“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 2Mining Exploration Company to a Tier 2 Technology Company inaccordance with TSX Venture Exchange (“Exchange”) Policy 5.2previously announced on July 16, September 16 and December 23,2025.
The Company has now obtained conditional Exchangeapproval and Shareholder approval and inconnection with the Transaction, and subject to Exchange approval, theCompany now intends to complete a private placement of subscriptionreceipts for a minimum of CAD$2.0 Million up to a maximum of CA$3.5Million (the "Financing") at a price of CAD$0.05 persubscription receipt. Immediately upon completion of theTransaction, each subscription receipt will convert to a single commonshare of the Company on closing of the Transaction. Finder’s fees will be paid inconnection with the private placement subject to compliance withExchange policies and the Financing and finder’s fees are subject tothe approval of the Exchange. Finder’s fees will not be paid untilclosing of the Transaction.
The following table sets forth the estimated AvailableFunds of the Resulting Issuer before and after Giving effect to theprivate placement financing on a minimum amount of $2M to a maximumamount of $3.5M. The principal purposes of the Available Funds fromthe private placement will be as follows:
Use of Funds | Minimum ($) | Maximum ($) |
| Research and Development | 400,000 | 600,000 |
| Product Marketing andSales | 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 MediaOutreach | 200,000 | 200,000 |
| Private Placement Transaction, finder’s fees andListing Fees | 25,000 | 305,000 |
Unallocated Working Capital | 473,890 | 1,319,480 |
Total: | 1,924,480 | 3,424,480 |
All securities issuedpursuant to the Financing, Transaction and finder’s fees will besubject to a hold four month and a day hold period as required underapplicable Canadian securities legislation.
Stock Option Grant
Concurrent with Closing of the Transaction, managementwill issue 13,795,353 incentive stock options for a five-year termunder the Company’s amended stock option plan exercisable at aCDN$0.05 per share for a term of five years to be vestedimmediately.
Pro Forma ConsolidatedCapitalization
The following table sets forth the pro forma share andloan capital of the Resulting Issuer on closing of the Transaction andthe financing on a minimum financing amount of 40,000,000 shares to amaximum amount of 70,000,000:
Designation of Security | Amount Authorized or to be Authorized | Amount outstanding after giving effect to theTransaction (minimum financing of $2M) | Amount outstanding after giving effect to theTransaction (minimum financing of $3.5M) | |
Common Shares | Unlimited | 40,000,000 | 70,000,000 | Financing Subscription receipts that automaticallyconvert 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 FinancingSubscription Receipts that will be issued on closing of theTransaction |
Common Shares | Unlimited | 50,000,000 | 50,000,000 | Share exchange agreement to be issued to theshareholders of Pointor1 |
Common Shares | Unlimited | 1,500,000 | 1,500,000 | Finder’s fee shares to be issued concurrently withthe closing of the Transaction |
Common Shares | Unlimited | 37,629,745 | 37,629,745 | Currently issued and outstanding shares of Fuse |
Total: | 132329745 | 164729745 |
The following table outlines the expected number andpercentage of securities of the Resulting Issuer to be outstanding ona non-diluted and fully-diluted basis after giving effect to theTransaction and the Minimum and Maximum Financing:
Designation of Security | Number, Giving Effect to theTransaction and Minimum Amount of Financing) | Number, Giving Effect to theTransaction and Maximum Amount of Financing) | Percentage GivingEffect to the Transaction and MinimumFinancing (undiluted) | Percentage GivingEffect to the Transaction and MaximumFinancing (undiluted) | Percentage, GivingEffect to the Transaction and Minimum Financing(fully-diluted) | Percentage, GivingEffect 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% | |
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 | 100.01 | 99.99 | ||
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 | 28116123 | 28116123 | 21.24 | 14.58% | ||
Total (fully-diluted) | 160,445,868 | 192,245,868 | 100.00% | 100.00% | 100.00% | 100.00% |
1 current optionsoutstanding
2 Options to be granted upon closing ofTransaction
any other person or company, including any agent orunderwriter.
The following table sets out information, on completionof the Transaction, on options to purchase Resulting Issuer Sharesthat will be held upon completion of the Transaction to the extentpresently 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 ofgrant |
TOTAL | 13795353 |
Available Funds andPrincipal Purposes
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 capitaldeficit of the Resulting Issuer as at September $75,520. Upon thefinancing closing on or about March 6, 2026, the Resulting Issuer’sworking capital will increase to $1,924,480 under the Minimum Offeringand $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 asat 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 ofresidence of each proposed director and officer of the ResultingIssuer, the positions and offices to be held with the ResultingIssuer, their respective principal occupations within the fivepreceding years and the number and percentage of common shares of theResulting Issuer which will be held by each of them on completion ofthe Financing. Each director will hold office until the next annualmeeting of the Resulting Issuer unless his office is earlier vacatedin accordance with the BCBCA.
Name, City of Residence of each Proposed Director andOfficer | 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 GivingEffect to the Minimum Financing and the Transaction(1)(2)(3) | Number and Percentage of Resulting Issuer Shares GivingEffect 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 ofDynamite, an executive recruiting firm, Dynamite which is basedin the UK and France and has been active inHR/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 calledArcterix SARL wich is a software development company. Mr.L’Herpinire has worked on various machine learning and artificialintelligence projects in the past for different clientcompanies | 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. Oliverhas also worked on various machine learning and AIR project in thepast 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 TCFVentures Corp., a private company providing financial advisoryservices to public and private companies. Mr. Fernback has over 25years of financing experience as a director and officer of public andprivate 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 andchairman of Grid Battery Metals Inc. | Fuse Feb 11, 2020 | Nil | Nil |
Ryan Cheung | Director | Founder and managing partner of MCPA Services Inc., andconsultant who provides financial reporting, taxation and strategicguidance 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 ofseveral junior resource companies listed on theTSXV. Mr. Guanzon brings extensive experience in dealing withfinancial and accounting matters as well corporatestrategy. | Fuse Mar. 30’16 | 8,000 .006% | 8,000 .004% |
Tina Whyte Coquitlam, BC, Canada | Corporate Secretary | Ms. Whyte serves as Corporate Secretary for publiclylisted companies in mining and metals and diversified areas. Includingdrafting contracts; all matters relating to stock exchangetransactions, including regulatory compliance and extensive experiencein supporting and directing governance processes | Fuse Mar. 30’16 | 140,000 .11% | 140,000 .07% |
Assumes no participation in the Financing by anyproposed director or officer of the Resulting Issuer.
Upon completion of the Transaction and minimumfinancing, it is expected there will be 129,129,745 Resulting IssuerShares issued and outstanding (giving effect to Transaction,Finder’s Fee and Financing and Financing Finder’s Fees).
Upon completion of the Transaction and maximumfinancing, it is expected there will be 164,129,745 Resulting Issuer Sharesissued and outstanding (giving effect to Transaction, Finder’s Feeand Financing and Financing Finder’s Fees).
The above amounts are the Resulting Issuer Shareholderswhose Resulting Issuer Shares (the “Resulting Issuer EscrowedShares”) will be subject to a Exchange Form 5D –Escrow Agreement(on an undiluted basis
In accordance withExchange Policy, the Company's shares are halted from trading andwill remain halted until such time as determined by the Exchange,which, depending on the policies of the Exchange, may not occur untilthe completion of the Transaction.
The Company will providefurther details in respect of the Transaction, in due course, by wayof news releases.
About Fuse Battery Metals Inc. https://fusebatterymetals.com
Fuse Battery Metals Inc. is a Canadian based exploration company thattrades under the symbol FUSE on the TSX VentureExchange. The Company's focus is on exploration for high valuemetals required for the manufacturing of batteries.
Fuse owns a 100% interest its Glencore Bucke Property, situated inBucke Township, 6 km east- northeast of Cobalt, Ontario, subject to aback-in provision, production royalty and off-take agreement. TheGlencore Bucke Property consists of 16.2 hectares and sits along thewest boundary of Fuse’s Teledyne Cobalt Project. The Company alsoowns a 100% interest, subject to a royalty, in the Teledyne Projectlocated near Cobalt, Ontario. The Teledyne Property adjoins the southand west boundaries of claims that hosted the Agnico Mine.
Glencore Bucke/Teledyne Property
Situated in Bucke Township, 6 km east-northeast of Cobalt, Ontario theGlencore Bucke Property adjoins, on its northeast corner, the formercobalt producing Agaunico Mine. From 1905 through to 1961, theAgaunico 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 isgreater than that of any other mine in the Cobalt Mining Camp.Production ceased in 1961 due to depressed Co prices andover-supply (Thomson, 1964). The Glencore property is 100% owned byFuse Cobalt subject to a back-in provision, production royalty andoff-take agreement.
The associated Teledyne Property, located in Bucke and LorrainTownships, consists of 5 patented mining claims totaling 79.1 ha, and46 unpatented mining claim cells totaling approximately 700 ha. TheProperty is easily accessible by highway 567 and a well-maintainedsecondary road.
Over CAD$25 million has been spent thus far, (2020 dollarsinflation-adjusted) on the Teledyne Property resulting in valuableinfrastructure including a development ramp and a modern decline goingdown 500 ft parallel to the main cobalt mineralized vein. The TeledyneProperty is subject to a production royalty in favor of New Found Goldand an off-take agreement in favor of Glencore Canada Corp., while theGlencore Bucke Property is subject to a back-in provision, productionroyalty, 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 locatedalong structures (Vein #15) that extended southward towards thenorthern boundary of the Teledyne Cobalt Property, currently100% owned by FUSE. Mineralization was generally located within 125 ft(38.1 m) above the Huronian/Archean unconformity. Stoping widths of upto 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 RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release. This news release may contain forward-lookingstatements which include, but are not limited to, comments thatinvolve future events and conditions, which are subject to variousrisks and uncertainties. Except for statements of historical facts,comments that address resource potential, upcoming work programs,geological interpretations, receipt and security of mineral propertytitles, availability of funds, and others are forward-looking.Forward-looking statements are not guarantees of future performanceand actual results may vary materially from those statements. Generalbusiness conditions are factors that could cause actual results tovary materially from forward-looking statements.
Completion of the Transaction and Financing is subjectto conditions, including final Exchange acceptance. There can be noassurance that the Transaction or the Financing will be completed atall.
Investors are cautioned that, except as disclosed inthe management information circular dated November 17, 2025 withrespect to the Transaction, any information released or received withrespect to the Transaction may not be accurate or complete and shouldnot be relied upon. Trading in the securities of the Company should beconsidered highly speculative.
The Exchange has in no way passed upon the merits of the Transaction and has neither approvednor disapproved the contents of this newsrelease.
Copyright (c) 2026 TheNewswire - All rights reserved.
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