Fuse Battery Announces the Signing of the Share Exchange Agreement with Pointor AI for a Proposed Change of Business/Reverse Take-Over

Fuse Battery Metals Inc. (TSXV: FUSE) has signed a definitive Share Exchange Agreement to acquire Pointor AI, an AI-driven recruitment technology company, in a reverse take-over (RTO) that will pivot Fuse from mineral exploration to artificial intelligence. The transaction, subject to shareholder and TSXV approval, involves Fuse issuing 50 million shares at C$0.05 and a concurrent C$2.0 million private placement to fund Pointor AI's growth in the global recruitment market, which aims to significantly reduce executive hiring time and costs. Pointor AI's management will assume key leadership roles in the combined entity, which will be reclassified as a Tier 2 Technology Issuer, with Fuse shares currently halted.

Analysis

Fuse Battery Metals Inc. is undergoing a complete strategic pivot from mineral exploration to technology via a reverse take-over (RTO) of Pointor AI, a newly-formed artificial intelligence recruitment firm. The transaction values Pointor AI at C$2.5 million through the issuance of 50 million Fuse shares at a deemed price of C$0.05 each. This pivot is accompanied by a management and board overhaul, with the experienced Pointor AI leadership team, including CEO Jessie Johnson and CTO Tarka L’Herpiniere, taking control of the resulting entity. Pointor AI, founded in 2025, is a pre-revenue company with no available financial statements, a key risk factor for investors. However, the deal structure attempts to mitigate this risk by subjecting the 50 million consideration shares to a stringent performance-based escrow agreement. Share releases are contingent upon specific, verifiable milestones such as the launch of a minimum viable product and the achievement of cumulative B2B sales revenue targets rising from C$1 to over C$6.7 million. The transaction is further contingent on a concurrent private placement to raise a minimum of C$2.0 million, which is crucial for funding the development and commercialization of Pointor AI's platform, slated for a 2025 launch. Upon completion, the company will be reclassified as a Tier 2 Technology Issuer, rendering its legacy cobalt properties in Ontario non-core assets.

Key Decisions for Investors

• Investors should treat this as an investment in a pre-revenue AI startup, as Fuse's legacy mineral assets are no longer the primary value driver; the company's future is now tied to the execution of Pointor AI's business plan in the competitive recruitment technology market.
• Monitor the achievement of the performance-based escrow milestones, particularly the successful launch of the B2B Minimum Viable Product and the recognition of initial sales revenue, as these are the most critical near-term catalysts for de-risking the investment.
• Be prepared for significant shareholder dilution resulting from the 50 million shares for the RTO, a concurrent C$2.0 million financing at C$0.05 per share, a 1.5 million share finder's fee, and the granting of approximately 12.8 million new stock options.
• Given that FUSE shares are halted, investors should anticipate that the C$0.05 financing price will act as a key valuation benchmark upon the resumption of trading, which is contingent on shareholder and TSXV approval of the transaction.