Fuse Battery Announces Amended Terms of Financing to Include a Warrant and RTO Transaction
01:55 Uhr | The Newswire
Coquitlam - Fuse Battery Metals Inc. ("the Company" or "Fuse") (TSXV: FUSE, OTCQB: FUSEF, FRA: 43W3) announces that further to its news release dated March 27, 2026, February 24, 2026 and December 23, 2025, the Company has amended the terms of the of the subscription receipt financing ("Financing"), The Company intends to complete a private placement financing for a minimum of $2,000,000 at a price of CAD$0.05 per subscription receipt ("Subscription Receipt"), subject to TSX Venture Exchange ("Exchange)" final approval.
Upon satisfaction of the Escrow Release Conditions (including completion of the Reverse Take-Over Transaction), each Subscription Receipt shall be automatically exercised, without any further action by the holder of such Subscription Receipt (and for no additional consideration) into units ("Units"), whereby each Unit will consist of one common share of the Company ( a "Share") and one share purchase warrant (a "Warrant") exercisable at CAD$0.10 per Warrant Sharese for a period of 24 months from the date of issuance.
The Financing has also received an additional 30 day extension expiring on May 27, 2026 from the Exchange to complete the Financing being completed in connection with the RTO Transaction.
The Corporation may pay finder's fees in connection with the Financing, which may be payable in cash, securities, or a combination thereof, in accordance with the policies of the Exchange and applicable securities laws. The finder's fees are also subject to Exchange approval.
In connection with the Amended terms of the Financing, the Company has entered into an Amended Agreement dated April 26, 2026 with 1545726 B.C. Ltd. dba Pointor AI (Pointor AI) to the Share Exchange Agreement dated September 9, 2025.
The securities issued under the Financing, including the Common Shares, Warrants and Warrant Shares, shall be subject to applicable hold periods in accordance with Applicable Canadian Securities Laws and the policies of the Exchange.
Available Funds and Principal Purposes
Available Funds
Concurrently with the completion of the Transaction, the Financing will be completed for gross proceeds of a minimum of CAD$2,000,000.
As at March 31, 2026, the Issuer had working capital deficit of approximately $211,759. Accordingly, the estimated pro forma consolidated working capital deficit of the Resulting Issuer as at March 31, 2026 was $211,759. Upon completion of the financing, the Resulting Issuer's working capital will be $1,788,241 under the Minimum Offering.
The following table sets forth the estimated Available Funds of the Resulting Issuer before and after Giving effect to the private placement financing on a minimum amount of $2M. The principal purposes of the Available Funds from the private placement will be as follows:
| Use of Funds | Minimum ($) |
| Research and Development | 400,000 |
| Product Marketing and Sales | 200,000 |
| Management Salaries and G&A | 400,000 |
| Legal, Professional Services and Regulatory Expenses | 150,000 |
| Investor Relations, Digital Marketing and Media Outreach | 200,000 |
| Private Placement Transaction, finder's fees and Listing Fees | 25,000 |
| Unallocated Working Capital | 413,241 |
| Total: | 1,788,241 |
All securities issued pursuant to the Financing, Transaction and finder's fees will be subject to a hold four month and a day hold period as required under applicable Canadian securities legislation.
Pro Forma Consolidated Capitalization
The following table sets forth the pro forma share and loan capital of the Resulting Issuer on closing of the Transaction and the financing on a minimum financing amount of 40,000,000 shares:
| Designation of Security | Amount Authorized or to be Authorized | Amount outstanding after giving effect to the Transaction (minimum financing of $2M) | |
| Common Shares | Unlimited | 40,000,000 | Financing Subscription receipts that automatically convert on closing of the Transaction to common shares |
| Finder's Fee Shares | Unlimited | 3,200,000 | Finder's Fees shares in connection with Financing Subscription Receipts that will be issued on closing of the Transaction |
| Common Shares | Unlimited | 50,000,000 | Share exchange agreement to be issued to the shareholders of Pointor1 |
| Common Shares | Unlimited | 1,500,000 | Finder's fee shares to be issued concurrently with the closing of the Transaction |
| Common Shares | Unlimited | 37,629,745 | Currently issued and outstanding shares of Fuse |
| Total: | 132,329,745 |
Fully Diluted Share Capital
The following table outlines the expected number and percentage of securities of the Resulting Issuer to be outstanding on a non-diluted and fully-diluted basis after giving effect to the Transaction and the Minimum and Maximum Financing:
| Designation of Security | Number, Giving Effect to the Transaction and Minimum Amount of Financing) | Percentage Giving Effect to the Transaction and Minimum Financing (undiluted) | Percentage, Giving Effect to the Transaction and Minimum Financing (fully-diluted) |
| Resulting Issuer Shares | |||
| Shares Issued | |||
| Fuse Shares | 37,629,745 | 28.44% | 18.77% |
| Pointor Shares + Finder Shares | 50,000,000 | 37.78% | 24.94% |
| Pointor Finder Shares | 1,500,000 | 1.13% | 0.75% |
| Financing Shares | 40,000,000 | 30.23% | 19.96% |
| Finder's Fee Shares | 3,200,000 | 2.42% | 1.60% |
| Subtotals | 132,329,745 | 100 | 100.00% |
| Reserved for issuance under the: | |||
| Options 1 | 1,890,000 | 1.43% | 0.94% |
| Warrants | 12,270,770 | 9.27% | 6.12% |
| Financing Warrants | 40,000,000 | 30.23% | 19.96% |
| Finder Warrants | 160,000 | 0.12% | 0.08% |
| Options2 | 13,795,353 | 10.42% | 6.88% |
| Subtotal Convertible Securities | 68116123 | 51.47 | 33.98% |
| Total (fully-diluted) | 200,445,868 | 100.00% | 100.00% |
1 current options outstanding
2 Options to be granted upon closing of Transaction
Name, Address, Occupation and Security Holdings
The following are the names and municipalities of residence of each proposed director and officer of the Resulting Issuer, the positions and offices to be held with the Resulting Issuer, their respective principal occupations within the five preceding years and the number and percentage of common shares of the Resulting Issuer which will be held by each of them on completion of the Financing. Each director will hold office until the next annual meeting of the Resulting Issuer unless his office is earlier vacated in accordance with the BCBCA.
| Name, City of Residence of each Proposed Director and Officer | Position to be held with Resulting Issuer | Principal Occupation for the last five years | Director of Fuse or Target Issuer Since | Number and Percentage of Resulting Issuer Shares Giving Effect to the Minimum Financing and the Transaction(1)(2)(3) |
| Jessie (Fan)John Chamonix, France | President, CEO and Director | Ms. Johnson is the Founder and managing director of Dynamite, an executive recruiting firm, Dynamite which is based in the UK and France and has been active in HR/executive recruitment space for over 15 years | Target June 25'25 | 33,333,334(4) 19.34% |
| Taka L'Herpiniere Chamonix, France | CTO and Director | Tarka L'Herpinire works with a company called Arcterix SARL which is a software development company. Mr. L'Herpinire has worked on various machine learning and artificial intelligence projects in the past for different client companies | Target June 25'25 | 8,333,333(4) 4.84% |
| Oliver Willett Chamonix, France | Director | Oliver Willett also works with Arcterix SARL. Oliver has also worked on various machine learning and AIR project in the past for different companies | Target June 25'25 | 8,333,333(4) 4.84% |
| Tim Fernback Vancouver, BC, Canada | Chairman and Director | Chartered Professional Accountant, President of TCF Ventures Corp., a private company providing financial advisory services to public and private companies. Mr. Fernback has over 25 years of financing experience as a director and officer of public and private companies | Target June 25'25 | 653,000(4) .38% |
| Robert Setter | Director | Self-employed writer and consultant, 2011 to present; Director of the Company since February 2020 and current director and chairman of Grid Battery Metals Inc. | Fuse Feb 11, 2020 | Nil |
| Ryan Cheung | Director | Founder and managing partner of MCPA Services Inc., and consultant who provides financial reporting, taxation and strategic guidance for public and private companies. | Fuse April 27, 203 | 40,000 .02% |
| Robert Guanzon Richmond, BC, Canada | CFO | Mr. Guanzon serves as Chief Financial Officer of several junior resource companies listed on the TSXV. Mr. Guanzon brings extensive experience in dealing with financial and accounting matters as well corporate strategy. | Fuse Mar. 30'16 | 8,000 .005% |
| Tina Whyte Coquitlam, BC, Canada | Corporate Secretary | Ms. Whyte serves as Corporate Secretary for publicly listed companies in mining and metals and diversified areas. Including drafting contracts; all matters relating to stock exchange transactions, including regulatory compliance and extensive experience in supporting and directing governance processes | Fuse Mar. 30'16 | 140,000 .08% |
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Assumes no participation in the Financing by any proposed director or officer of the Resulting Issuer.
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Upon completion of the Transaction and minimum financing, it is expected there will be 172,329,745 Resulting Issuer Shares issued and outstanding (giving effect to Transaction, Finder's Fee and Financing and Financing Finder's Fees).
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The above amounts are the Resulting Issuer Shareholders whose Resulting Issuer Shares (the "Resulting Issuer Escrowed Shares") will be subject to a Exchange Form 5D -Escrow Agreement (on an undiluted basis
In accordance with Exchange Policy, the Company's shares are halted from trading and will remain halted until such time as determined by the Exchange, which, depending on the policies of the Exchange, may not occur until the completion of the Transaction.
The Company will provide further details in respect of the Financing and RTO 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 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.
Completion of the Transaction and Financing is subject to conditions, including final Exchange acceptance. There can be no assurance that the Transaction or the Financing will be completed at all.
Investors are cautioned that, except as disclosed in the management information circular dated November 17, 2025 with respect to 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.
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