Fuse Battery Announces the Signing of an LOI with Pointor AI for a Proposed Change of Business/Reverse Take-Over

(TheNewswire)

Coquitlam, BC –
TheNewswire - July
17, 2025 – Fuse Battery Metals Inc. (“the Company” or
“Fuse”) (TSXV: FUSE, OTCQB: FUSEF, FRA: 43W3) announces that it has entered into a
binding letter of intent (the "LOI") with 1545726 B.C. Ltd.
(dba “Pointor AI”) for the acquisition of 100% of its common and preferred
shares, by way of a three-cornered amalgamation transaction with
Fuse’s wholly-owned subsidiary (the “Transaction”).  Subject to
Section 4.1 of TSX Venture Exchange (“TSXV”) Policy 5.2, the
Transaction is subject to shareholder approval.  The LOI was entered
into at arm’s length.

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 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, COO, and Oliver Willett, VP Business
Development.  Ms. Jessie (Fan) Johnson is a control person and
currently owns 66.67% of the issued and outstanding shares of 1545726
B.C. Ltd.

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 Exchange.

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 by way of
a three-cornered
amalgamation 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.

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.

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.

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

Upon the successful
execution of this LOI, Fuse will loan Pointor AI an amount equal to
CAD$25,000.00, within 3 business days, to be applied 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 gross proceeds of CAD$2.0 million (the
"Financing") at a 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.  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 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 his
Investor Relations 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.

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.

Nevada Lithium
Properties

Fuse owns 100% of the Lithium Springs
Property which is located at the southern end of Black Rock
Desert, Nevada, about 132 air-line km north-northeast of Reno, Nevada
in Sections 1, 2, 11, and 12 Township 32 North, Range 23. The center
of the property is about 40.676° North Latitude, 119.331° West
Longitude, (40° 40’ 33” N, 119° 19’ 52”): UTM X 302,900 UTMY
4,505,400 NAD 27; Zone 11 N. Black Rock Desert
basin is about 110 km long and up to 25 km wide at the widest point.
The central playa measures about 50 km northeast - southwest and 10 km
southeast - northwest. The western arm of the Black Rock Desert covers
an area of about 2,000 square kilometers and contains 5 of the 30
currently listed Known Geothermal Resource Areas in Nevada.

Fuse also owns 100% of the Monitor
Valley North Lithium Property which includes 97 placer claims
(MVN1 – MVN97) covering approximately 770 hectares of alluvial
sediments and clays located 134 km northeast of Tonopah, Nevada. The
property is located in Monitor Valley, Nevada, and the center of the
property is about 39.21° North Latitude, 116.65° West Longitude. The
property is 55 km due west of the Little Smokey Valley, Nevada where
exploration for lithium is ongoing.

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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