Fuse Battery Announces the Signing of the Share Exchange Agreement with Pointor AI for a Proposed Change of Business/Reverse Take-Over
(TheNewswire)
Coquitlam, BC – TheNewswire - September16, 202 5 – Fuse Battery Metals Inc. (“the Company” or“Fuse”) (TSXV: FUSE, OTCQB: FUSEF, FRA: 43W3) announces that further to its newsrelease dated July 17, 2025 announcing the execution of the bindingLetter of Intent (the “LOI”) dated July 17, 2025, the Company hasnow entered into a formal Share Exchange Agreement (the"Agreement") with 1545726 B.C. Ltd. (dba “Pointor AI”)for the acquisition of 100%of its common and preferred shares, by way of a share exchangetransaction (the “Transaction”). Subject to Section 4.1 of TSXVenture Exchange (the “TSXV”) Policy 5.2, the Transaction issubject to shareholder approval and TSXV approval. The Agreement wasentered into at arm’s length.
Mr.Tim Fernback, current Fuse President & CEO states “We are veryexcited about the opportunity to acquire a new and innovative companyfocused on the fast-paced world of artificial intelligence. JessieJohnson, the CEO of Pointor AI, has been active in the HR / executiverecruitment space for over 15 years, and really knows first-hand howartificial intelligence is transforming her industry. With Jessieleading the way, and with the addition of her team of talentedtechnology and recruitment professionals, the Company is going to bein good hands as we enter this new and exciting business. Theshareholders will ultimately reap the benefit of the many months wehave been sourcing and negotiating such a great opportunity.”
Pointor AI is a novel recruitment technology business that isdeveloping an AI-driven platform that management believes reducesexecutive and specialist hiring time by 80% and costs by up to 90%compared to traditional executive search methods, which typicallycharge 30-35% of first-year salary.
ThePointor AI-driven recruitment platform leverages machine learning andnatural language processing to analyze publicly available professionaldata, offering features including competitor research, automated orgchart building, talent mapping, and salary benchmarking. Theplatform’s four-layer architecture (data collection, processing,intelligence, and interface) delivers an intuitive user experience forboth recruiters and hiring managers.
1545726 B.C. Ltd., dba Pointor AI, is a newly incorporated BCprivate company dedicated to the commercialization of AI software forthe Human Resources, Executive Search and Recruitment Industries. The principals of this company are Ms. Jessie (Fan) Johnson, CEO, Mr.Tarka L’Herpiniere, CTO, and Oliver Willett, Strategic Advisor. Ms. Jessie (Fan) Johnson is a control person and currently owns66.67% of the issued and outstanding shares of 1545726 B.C.Ltd.
Ms. Jessie Johnson, CEO, Pointor AI comments “ Joining forces withFuse allows Pointor AI to push far beyond the limits of a typicalstart-up. With this partnership, we can invest heavily in scaling ourplatform, accelerate product innovation, and expand into markets wecould not reach on our own. The real excitement lies in what comesnext—building technology that doesn’t just streamline recruitment,but fundamentally changes how companies identify, engage, and hireworld-class talent. We see a future where executive search is faster,more transparent, and more accessible than ever before, and thistransaction gives us the foundation to make that vision areality .”
Founded in 2025 and headquartered in London, United Kingdom, PointorAI plans to complete the development and commercialization of itsfirst AI-powered product in calendar 2025 which it plans to firstdeploy in the European financial services industry under aSoftware-As-A-Service (“SAAS”) model.
The global recruitment market, valued at US$757 billion in 2024, is projected toreach US$2.3 trillion by2033 (CAGR 13.1%). Pointor AI targets large enterprises with 10,000+employees, focusing initially on the UK and North America, withplanned expansion to the EU in Year 2 and Asia in Year 3.
Pointor AI employs a dual revenue model: (1)Per-Placement Fee Model with a base fee of £500 per job plus 5% offirst-year salary, averaging £5,500 per hire; and (2) EnterpriseSubscription Model with an average monthly fee of £5,000 (£60,000ARR), including unlimited searches and dedicated support. Ourcompetitive advantages include proprietary data assets, specializedexecutive search focus, enterprise grade technology with rapidimplementation (2-4 weeks vs. industry standard 3-6 months), andsignificant cost advantages (80-90% savings vs. traditional executivesearch).
Summary of Financial Information
Financial statements for Pointor AI were not availableat the time of this news release. As such, summary financialinformation will be disclosed at a later date in accordance with thepolicies of the TSXV.
Subject to the execution and delivery of a mutually acceptabledefinitive agreement, Fuse will acquire Pointor AI through theissuance of an aggregate of 50,000,000 of its common shares at adeemed price of $0.05 per share, by way of a share exchangetransaction (the "Transaction").
ThePointor AI shareholders will receive a price per Consideration Share that isanticipated to be equal to the price per share to be issued in theprivate placement financing that the Company intends to completeconcurrently with the Transaction, as described further below in thisNews Release.
In addition to the escrow requirements of the TSXV,Fuse common shares issued as part of the Transaction will be subjectto the following performance escrow conditions, managed by theCompany’s Transfer Agent or suitable authority, and released uponsuccessfully demonstrating the following Milestones have transpired. If required by the TSXV, the performance escrow releases may besubject to timing constraints as a part of the terms of release. Ifthis is the case, then the Parties will negotiate additionaltime-based escrow release criterion based on the Pointor AI statedbusiness plan and financial projections that will also apply to theescrow release schedule as a Term of Escrow Release.
Shares subject to Performance EscrowRelease | Terms of Performance EscrowRelease | |
Initial Release | 8,000,000 | Upon TSXV Transaction Final Approval |
Escrow Milestone 1 | 8,000,000 | Upon the successful completion and announcement of theB2B (“Business to Business”) Minimum Viable Product as referencedin the Pointor AI business plan. |
Escrow Milestone 2 | 8,000,000 | Upon the successful recognition of the first CAD$1 ofsales revenue from a third-party B2B customer sale and as stated inthe Company’s Quarterly Financial Statements (“FS”) |
Escrow Milestone 3 | 8,000,000 | After recognizing the first CAD$323,750 in cumulativeB2B sales revenue in the FS |
Escrow Milestone 4 | 8,000,000 | After recognizing the first CAD$6,784,875 incumulative B2B sales revenue in the FS |
Escrow Milestone 5 TOTAL | 10,000,000 50,000,000 | After the successful development and launch of theCompany’s second product for sale (Business to Consumer or“B2C”) and record revenue from the first 100 individual customersfrom third-party sales in the FS OR After recognizing the first CAD$8,000,000 in cumulativeB2B sales revenue in the FS |
Subject to the approvalof the TSXV, all Escrow Milestones shall be accelerated giving rise tothe release of any remaining Performance Shares, upon any sale,take-over-bid, amalgamation or plan of arrangement resulting in achange of control of the Resulting Issuer in a transaction, or seriesof related transactions.
Sponsorship
Sponsorship of a change of business/reverse take-overtransaction is required by the TSXV unless exempt in accordance withTSXV policies or the TSXV provides a waiver from sponsorshiprequirements. Fuse intends to apply for a waiver from the sponsorshiprequirements; however, there is no assurance that it will be able toobtain a waiver from sponsorship requirements if an exemption fromsponsorship is not available.
Each party shall beresponsible for its own costs and expenses incurred with respect tothe Transaction.
Upon the successfulexecution of the July 17, 2025 LOI, Fuse loaned Pointor AI CAD$25,000,to apply towards the Transaction costs incurred by Pointor AI. Ifthe Transaction is successfully completed on the TSXV, no interestwill accrue on this loan and the loan will be forgiven in its entiretyas part of the Transaction. If the Transaction is not successfullyconcluded within twelve months of successful LOI execution, aninterest rate of 10% per annum will accrue and the loan will becomepayable to Fuse on demand.
In connection with theTransaction, a finder’s fee is payable in the amount of 1,500,000shares to an arm’s length party. The finder’s fee is subject toa successful completion of the Transaction and is payable on the sameterms as the milestone provisions above with 250,000 share increments,as per TSXV Policy 5.1 and is subject to TSXV approval.
Upon Completion of theTransaction the Company will be classified as a Tier 2 TechnologyIssuer on the TSXV.
Inconnection with the Transaction, and subject to TSXV approval, theCompany intends to complete a private placement of subscriptionreceipts for minimum gross proceeds of CAD$2.0 million (the"Financing") at a minimum price of CAD$0.05/subscriptionreceipt. Immediately upon completion of the Transaction, eachsubscription receipt will convert to a single common share of theCompany on closing of the Transaction . The Financing may be brokered ornon-brokered and Agent's commissions and/or finder's fees incash or securities may be payable in connection with the Financingsubject to compliance with TSXV policies and the Financing andfinder’s fees are subject to the approval of the TSXV. Proceedsfrom the Financing are expected to be used as follows:
Media Platforms, Rich Media Content Creation, Contract ServiceProviders, Social Media Platforms and Advertising | ||
Allsecurities issued pursuant to the Financing, Transaction andfinder’s fees will be subject to a hold period as required underapplicable Canadian securities legislation.
Completion of the Transaction as contemplated would constitute aChange of Business/Reverse Take-Over in accordance with TSXV Policy5.2 Changes of Business and Reverse Takeovers ("Policy 5.2") as the Company's current business isthe exploration of minerals. As a result the Transaction is subjectto TSXV acceptance and approval of the shareholders of Fuse.
TheTransaction is subject to a number of conditions including, but notlimited to, entry into a definitive agreement, closing of theFinancing, completion of due diligence reviews by the Parties andapproval by each of the Fuse and Pointor AI boards of directors.
Under the terms of the LOI, certain management changes are intendedto occur concurrently with the closing of the Transaction pursuant towhich three nominees of Pointor AI will be appointed to theCompany's board of directors and the officers of Pointor AI willreplace the Company's current officers, with the exception ofFuse’s current Director Tim Fernback (proposed new Chairman),current Director Robert Setter and current Director Ryan Cheung, Aswell the current Corporate Secretary Tina Whyte, and current CFORobert Guanzon, all of whom will remain in such position. JamesHellwarth will also remain in a consultant capacity postamalgamation.
Thefollowing provides summary biographical information of each of theindividuals intended to be appointed as members of the Company'sboard 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 withover 20 years of global experience in executive search, salesleadership, and entrepreneurship. She is the Founder and ManagingDirector of an elite executive search firm. Under her leadership, thecompany has become a top-tier global talent partner to some ofthe world’s largest FinTech, data, and AI-driven technologycompanies, consistently doubling its revenue year-on-year.
Today, the company is a preferred supplier to those industryleaders across North America, Europe, and Asia. Jessie successfullyexpanded operations into France in 2021 and continues to drivestrategic hiring at the senior executive level across internationalmarkets.
Before founding her firm, Jessie spent a decade in senior leadershiproles at two of the UK’s largest recruitment firms, where she builtmulti-million-pound revenue streams from the ground up andsecured long-term partnerships with major global banks and technologygiants. Her track record of scaling teams, breaking into new markets,and delivering high-impact talent solutions has firmly positioned heras a force in the global executive search industry.
TARKA L’HERPINIERE - PROPOSED CTO/DIRECTOR
Tarka L’Herpiniere brings an unparalleled depth of expertise and aproven track record of innovation to the role of Chief TechnologyOfficer. Educated at the prestigious University of Bath and BrunelUniversity in the United Kingdom, Tarka has dedicated two decades topioneering advancements in artificial intelligence. This extensive experience is underscored byan impressive entrepreneurial journey, marked by the successful launchand exit of four distinct startups. Tarka's unique blend ofacademic rigor, hands-on development, and commercial acumen positionshim perfectly to spearhead our technological vision and drivetransformative 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 basedout of Paris, France. Arcterix is a pioneering AI industry companythat operates within Europe for its global client base building andtraining AI models and AI solutions for both large and smallenterprises.
OLIVER WILLETT – PROPOSED STRATEGIC ADVISOR/DIRECTOR
Oliver Willett brings a unique blend of start-ups and investmentexperience across a broad range of sectors including AI, fintech,agri-tech, e-commerce and impact, and has a proven track record inleading innovative projects. He sits on the boards of multiplecompanies, advising on strategy, finance, operations andcommercialization. Over the last 30 years he has raised over $100m insuccessful venture financings and has advised on mergers, acquisitionsand 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 originaldeveloper of the Pointor AI intellectual property.
Florian Pixner – PROPOSED VP Commercial
Florian Pixner is a high-impact commercial leader withover 20 years of global experience in sales strategy, revenueacceleration, and data-driven business transformation. He specializesin helping data and intelligence companies scale revenue, penetratenew markets, and drive commercial performance—particularly inprivate equity-backed environments.
Florian has held senior leadership positions at two ofthe world’s leading data intelligence firms, where he built and ledhigh-growth sales organizations across wealth, healthcare, and riskintelligence divisions, consistently delivering double-digit growthand expanding international market share. He played a key role in oneof the industry’s landmark exits—a £1.2 billion acquisition byION Group.
Combining commercial expertise with strategicexecution, Florian successfully led the post-acquisition integrationof five businesses, unifying product, sales, and go-to-market teams toreignite growth in a global people intelligence portfolio. Amongthose, he helped scale BoardEx, now viewed as an adjacent competitorto Pointor AI.
Florian Pixner is the founder of CVT Advisory (Kent,UK) which partners with PE firms, scale-ups, and data-centricplatforms, advising executive teams on go-to-market execution,commercial strategy, sales enablement, and expansion planning—delivering growth-focused sales strategy and go-to-market executionthat accelerate both revenue and enterprise value for their clients.
Stock Option Grant
Concurrent with Closing of the Transaction, managementwill issue 12,795,353 incentive stock options for a five-year termunder the Company’s current stock option policy at a C$0.05 strikeprice with immediate vesting.
Inaccordance with TSXV policy, the Company's shares are halted fromtrading and will remain halted until such time as determined by theTSXV, which, depending on the policies of the TSXV, may not occuruntil the completion of the Transaction.
TheCompany will provide further details in respect of the Transaction, indue course, by way of 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 Venture Exchange. The Company's focus is onexploration for high value metals required for the manufacturing ofbatteries.
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 theAgaunico Mine is greater than that of any other mine in the CobaltMining Camp. Production ceased in 1961 due to depressed Coprices and over-supply (Thomson, 1964). The Glencore property is 100%owned by Fuse Cobalt subject to a back-in provision, productionroyalty and off-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 located along structures (Vein #15) that extended southward towardsthe northern boundary of the Teledyne Cobalt Property, currently 100% owned by FUSE. Mineralization was generallylocated within 125 ft (38.1 m) above the Huronian/Archeanunconformity. Stoping widths of up to 50 ft (15.2 m) were not unusualat 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 norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release. This news release may containforward-looking statements which include, but are not limited to,comments that involve future events and conditions, which are subjectto various risks and uncertainties. Except for statements ofhistorical facts, comments that address resource potential, upcomingwork programs, geological interpretations, receipt and security ofmineral property titles, availability of funds, and others areforward-looking. Forward-looking statements are not guarantees offuture performance and actual results may vary materially from thosestatements. General business conditions are factors that could causeactual results to vary materially from forward-lookingstatements.
This news release does notconstitute and the subject matter hereof is not, an offer for sale ora solicitation of an offer to buy, in the United States or to any"U.S Person" (as such term is defined in Regulation S underthe U.S. Securities Act of 1933, as amended (the "1933Act")) of any equity or other securities of the Corporation. Thesecurities of the Corporation have not been registered under the 1933Act 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 applicableexemption from the registration requirements of the 1933 Act.
Completion of the Transaction issubject to a number of conditions, including Exchange acceptance andshareholder approval. The Transaction cannot close until the requiredshareholder approval is obtained. There can be no assurance that theTransaction will be completed as proposed or at all.
Investors are cautioned that, exceptas disclosed in the management information circular to be prepared inconnection with the Transaction, any information released or receivedwith respect to the Transaction may not be accurate or complete andshould not be relied upon. Trading in the securities of the Companyshould be considered highly speculative.
The Exchange has in no way passed upon the merits ofthe Transaction and has neither approved nor disapprovedthe contents of this news release.
Copyright (c) 2025 TheNewswire - All rights reserved.
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