Fuse Battery Announces Annual General Special Meeting Results, Subscription Receipt Financing and Update on the Reverse Take Over with Pointor AI

(TheNewswire)Coquitlam, BC, December 23, 2025 – TheNewswire - Fuse Battery Metals Inc.(“the Company” or “Fuse”) (TSXV: FUSE, OTCQB: FUSEF, FRA:43W3) announces that theAnnual General and Special Meeting (the “Meeting”) was heldMonday, December 22, 2025 and is pleased to report that allresolutions were approved with over 99.044% or more voting in favourin all categories. Resolutions passed are listed below.1. The following individuals were re-electedDirectors 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 TechnologyCompany in accordance with Exchange Policy 5.2 previously announced onSeptember 16, 2025, the shareholders also approved the matters relatedto the RTO as follows:a) The approval of the RTO, whichthe Company has also recently received conditional acceptance by TSXVenture Exchange (“Exchange”);b) The approval to increase andamendment of the Company’s 20% fixed Stock Option Plan to includethe 50,000,000 RTO shares, 1,500,000 finder fee shares and the40,000,000 private placement shares to be issued on completion of theRTO; andc) The approval of the creationof Jessie (Fan) Johnson, as a new “Control Person” upon completionof the RTO and in accordance with the policies of the Exchange.Subsequent to the Meeting, the Board of Directorsappointed the following officers of the Company for the ensuing year:Tim Fernback: President and Chief Executive OfficerRobert Guanzon: Chief Financial OfficerTina Whyte: SecretaryTim Fernback, Robert Setter and Ryan Cheung werere-appointed as members of the Audit Committee for the upcomingyear.The following table sets forth selected informationregarding Pointor AI for the period ended September 30, 2025. Such information isderived from the Pointor AI Financial Statements and should be read inconjunction therewith: ExpensesFiscal Period Ended September 30,2025(audited)($)Total Assets7,627Total Liabilities32,600Revenues-Expenses25,073Basic and Diluted Loss per Share(2.51)Loss and comprehensive loss for the period(25,073)Terms of the RTO TransactionFusewill acquire Pointor AI through the issuance of an aggregate of50,000,000 of its common shares at a deemed price of $0.05 per share,by way of a share exchange transaction (the "Transaction"). Onclosing of the Transaction and its associated CAD$2.0 million privateplacement financing, the Pointor AI shareholders willreceive common shares at aprice of CAD$0.05 per share to be issued concurrent with the placeesof the CAD$2.0 million private placement share subscription receiptfinancing at CAD$0.05 per subscription receipt. The terms of theprivate 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 subjectto the following performance escrow conditions, managed by theCompany’s Transfer Agent and released upon successfullydemonstrating the following Milestones have transpired. If requiredby the Exchange, the performance escrow releases may be subject totiming constraints as a part of the terms of release. If this is thecase, then the Parties will negotiate additional time-based escrowrelease criterion based on the Pointor AI stated business plan andfinancial projections that will also apply to the escrow releaseschedule as a Term of Escrow Release. Shares subject to Performance EscrowReleaseTerms of Performance EscrowReleaseInitial Release8,000,000Upon Exchange Transaction Final ApprovalEscrow Milestone 18,000,000Upon the successful completion and announcement of theB2B (“Business to Business”) Minimum Viable Product as referencedin the Pointor AI business plan.Escrow Milestone 28,000,000Upon 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 38,000,000After recognizing the first CAD$323,750 in cumulativeB2B sales revenue in the FSEscrow Milestone 48,000,000After recognizing the first CAD$6,784,875 incumulative B2B sales revenue in the FSEscrow Milestone 5TOTAL10,000,000 50,000,000After 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 FSSubject to the approvalof the Exchange, all Escrow Milestones shall be accelerated givingrise to the release of any remaining Performance Shares, upon anysale, take-over-bid, amalgamation or plan of arrangement resulting ina change of control of the Resulting Issuer in a transaction, orseries of related transactions.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 Exchange Policy 5.1 and is subject to Exchange approval.Upon Completion of theTransaction the Company will be classified as a Tier 2 TechnologyIssuer on the Exchange.FinancingInconnection with the Transaction, and subject to Exchange approval, theCompany intends to complete a private placement of subscriptionreceipts for up to gross proceeds of CAD$2.0 million (the"Financing") at a price of CAD$0.05 per subscriptionreceipt. Immediately upon completion of the Transaction, eachsubscription receipt will convert to a single common share of theCompany on closing of the Transaction. Finder’s fees may be payable inconnection with the private placement subject to compliance withExchange policies and the Financing and finder’s fees are subject tothe approval of the Exchange. The following table sets forth the estimated AvailableFunds of the Resulting Issuer before and after Giving Effect to thePrivate Placement Financing. he principal purposes of the AvailableFunds from the private placement will be as follows: Use of Funds($) Research and Development400,000 Product Marketing andSales200,000 Management Salaries and G&A400,000 Legal, Professional Services and Regulatory Expenses150,000 Investor Relations, Digital Marketing and MediaOutreach200,000 Private Placement Transaction and Listing Fees25,000Unallocated Working Capital473,890Total:1,924,480Allsecurities issued pursuant to the Financing, Transaction andfinder’s fees will be subject to a hold period as required underapplicable Canadian securities legislation. Reverse Take-Over TransactionCompletion of the RTO Transaction as contemplated would constitute aChange of Business/Reverse Take-Over in accordance with ExchangePolicy 5.2 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 final Exchange acceptance and approval of the shareholders ofFuse. Management ChangesPursuant to the closing of the RTO Transaction certain managementchanges are intended to occur pursuant to which three nominees set outbelow of Pointor AI will be appointed to the Company's board ofdirectors and the officers of Pointor AI will replace theCompany's current officers, with the exception of Fuse’scurrent Director Tim Fernback (proposed new Chairman), currentDirector Robert Setter and current Director Ryan Cheung, As well thecurrent Corporate Secretary Tina Whyte, and current CFO RobertGuanzon, all of whom will remain in such position. James Hellwarthwill also remain in a consultant capacity post Transaction.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/DIRECTORJessie 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/DIRECTORTarka 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 extensiveexperience 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, andcommercial acumen positions him perfectly to spearhead ourtechnological 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 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 CommercialFlorian 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 GrantConcurrent with Closing of the Transaction, managementwill issue 12,795,353 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.Other Information and UpdatesInaccordance with Exchange Policy, the Company's shares are haltedfrom trading and will remain halted until such time as determined bythe Exchange, which, depending on the policies of the Exchange, maynot occur until 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.comFuse Battery Metals Inc. is a Canadian based exploration company thattrades under the symbol FUSEon the TSX Venture Exchange. The Company's focus is onexploration for high value metals required for the manufacturing ofbatteries.Ontario Cobalt PropertiesFuse 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 PropertySituated 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 portionof 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”Tim Fernback, President & CEOContact Information:Email: info@fusebatterymetals.com Phone: 236-521-0207Neither 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 conditions, including final Exchange acceptance. There canbe no assurance that the Transaction will be completed 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 newsrelease.Copyright (c) 2025 TheNewswire - All rights reserved.