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

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: [email protected]
Phone: 236-521-0207

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain forward-looking statements which include, but are not limited to, comments that involve future events and conditions, which are subject to various risks and uncertainties. Except for statements of historical facts, comments that address resource potential, upcoming work programs, geological interpretations, receipt and security of mineral property titles, availability of funds, and others are forward-looking. Forward-looking statements are not guarantees of future performance and actual results may vary materially from those statements. General business conditions are factors that could cause actual results to vary materially from forward-looking statements.

This news release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of the Corporation. The securities of the Corporation have not been registered under the 1933 Act 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 applicable exemption from the registration requirements of the 1933 Act.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

SOURCE: Fuse Battery Metals Inc.

View the original press release on ACCESS Newswire

F.T. Michaud--SMC