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 - September
16, 2025 – Fuse Battery Metals Inc. (“the Company” or
“Fuse”) (TSXV: FUSE, OTCQB: FUSEF, FRA: 43W3) announces that further to its news
release dated July 17, 2025 announcing the execution of the binding
Letter of Intent (the “LOI”) dated July 17, 2025, the Company has
now 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 exchange
transaction (the “Transaction”).  Subject to Section 4.1 of TSX
Venture Exchange (the “TSXV”) Policy 5.2, the Transaction is
subject to shareholder approval and TSXV approval.  The Agreement was
entered into at arm’s length.

Mr.
Tim Fernback, current Fuse President & CEO states “We are very
excited about the opportunity to acquire a new and innovative company
focused on the fast-paced world of artificial intelligence.  Jessie
Johnson, the CEO of Pointor AI, has been active in the HR / executive
recruitment space for over 15 years, and really knows first-hand how
artificial intelligence is transforming her industry.  With Jessie
leading the way, and with the addition of her team of talented
technology and recruitment professionals, the Company is going to be
in good hands as we enter this new and exciting business.  The
shareholders will ultimately reap the benefit of the many months we
have been sourcing and negotiating such a great opportunity.”

Pointor AI is a novel recruitment technology business that is
developing an AI-driven platform that management believes reduces
executive and specialist hiring time by 80% and costs by up to 90%
compared to traditional executive search methods, which typically
charge 30-35% of first-year salary.

The
Pointor AI-driven recruitment platform leverages machine learning and
natural language processing to analyze publicly available professional
data, offering features including competitor research, automated org
chart building, talent mapping, and salary benchmarking. The
platform’s four-layer architecture (data collection, processing,
intelligence, and interface) delivers an intuitive user experience for
both recruiters and hiring managers.

1545726 B.C. Ltd., dba Pointor AI, is a newly incorporated BC
private company dedicated to the commercialization of AI software for
the 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 owns
66.67% of the issued and outstanding shares of 1545726 B.C.
Ltd.

Ms. Jessie Johnson, CEO, Pointor AI comments
“Joining forces with
Fuse allows Pointor AI to push far beyond the limits of a typical
start-up. With this partnership, we can invest heavily in scaling our
platform, accelerate product innovation, and expand into markets we
could not reach on our own. The real excitement lies in what comes
next—building technology that doesn’t just streamline recruitment,
but fundamentally changes how companies identify, engage, and hire
world-class talent. We see a future where executive search is faster,
more transparent, and more accessible than ever before, and this
transaction gives us the foundation to make that vision a
reality.”

Founded in 2025 and headquartered in London, United Kingdom, Pointor
AI plans to complete the development and commercialization of its
first AI-powered product in calendar 2025 which it plans to first
deploy in the European financial services industry under a
Software-As-A-Service (“SAAS”) model.

The global recruitment market, valued at US$757 billion in 2024, is projected to
reach US$2.3 trillion by
2033 (CAGR 13.1%). Pointor AI targets large enterprises with 10,000+
employees, focusing initially on the UK and North America, with
planned 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% of
first-year salary, averaging £5,500 per hire; and (2) Enterprise
Subscription Model with an average monthly fee of £5,000 (£60,000
ARR), including unlimited searches and dedicated support. Our
competitive advantages include proprietary data assets, specialized
executive search focus, enterprise grade technology with rapid
implementation (2-4 weeks vs. industry standard 3-6 months), and
significant cost advantages (80-90% savings vs. traditional executive
search).

Summary of Financial Information

Financial statements for Pointor AI were not available
at the time of this news release. As such, summary financial
information will be disclosed at a later date in accordance with the
policies of the TSXV.

Terms of the Transaction

Subject to the execution and delivery of a mutually acceptable
definitive agreement, 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").  

The
Pointor AI shareholders will receive a price per Consideration Share that is
anticipated to be equal to the price per share to be issued in the
private placement financing that the Company intends to complete
concurrently with the Transaction, as described further below in this
News Release.  

In addition to the escrow requirements of the TSXV,
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 or suitable authority, and released upon
successfully demonstrating the following Milestones have transpired.
 If required by the TSXV, 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.

Subject to the approval
of the TSXV, 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.

Sponsorship

Sponsorship of a change of business/reverse take-over
transaction is required by the TSXV unless exempt in accordance with
TSXV policies or the TSXV provides a waiver from sponsorship
requirements. Fuse intends to apply for a waiver from the sponsorship
requirements; however, there is no assurance that it will be able to
obtain a waiver from sponsorship requirements if an exemption from
sponsorship is not available.

Each party shall be
responsible for its own costs and expenses incurred with respect to
the Transaction.

Upon the successful
execution of the July 17, 2025 LOI, Fuse loaned Pointor AI CAD$25,000,
to apply towards the Transaction costs incurred by Pointor AI.  If
the Transaction is successfully completed on the TSXV, no interest
will accrue on this loan and the loan will be forgiven in its entirety
as part of the Transaction.  If the Transaction is not successfully
concluded within twelve months of successful LOI execution, an
interest rate of 10% per annum will accrue and the loan will become
payable to Fuse on demand.

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 TSXV Policy 5.1 and is subject to TSXV approval.

Upon Completion of the
Transaction the Company will be classified as a Tier 2 Technology
Issuer on the TSXV.

Financing

In
connection with the Transaction, and subject to TSXV approval, the
Company intends to complete a private placement of subscription
receipts for minimum gross proceeds of CAD$2.0 million (the
"Financing") at a minimum price of CAD$0.05/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.  The Financing may be brokered or
non-brokered and Agent's commissions and/or finder's fees in
cash or securities may be payable in connection with the Financing
subject to compliance with TSXV policies and the Financing and
finder’s fees are subject to the approval of the TSXV.  Proceeds
from the Financing are expected to be used as follows:

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.

Change of Business

Completion of the Transaction as contemplated would constitute a
Change of Business/Reverse Take-Over in accordance with TSXV 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 TSXV acceptance and  approval of the shareholders of Fuse.

Conditions

The
Transaction is subject to a number of conditions including, but not
limited to, entry into a definitive agreement, closing of the
Financing, completion of due diligence reviews by the Parties and
approval by each of the Fuse and Pointor AI boards of directors.

Management Changes

Under the terms of the LOI, certain management changes are intended
to occur concurrently with the closing of the Transaction pursuant to
which three nominees 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
amalgamation.

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 current  stock option policy at a C$0.05 strike
price with immediate vesting.

Other Information and Updates

In
accordance with TSXV policy, the Company's shares are halted from
trading and will remain halted until such time as determined by the
TSXV, which, depending on the policies of the TSXV, 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.

Ontario Cobalt Properties

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”

Tim Fernback, President & CEO

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 newsrelease.

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