Fuse Battery Announces the Signing of the Share Exchange Agreement with Pointor AI for a Proposed Change of Business/Reverse Take-Over
Coquitlam, BC – Fuse Battery Metals Inc. (“Fuse”) (TSXV: FUSE, OTCQB: FUSEF, FRA: 43W3) has confirmed the formalization of a Share Exchange Agreement with 1545726 B.C. Ltd. (operating as Pointor AI), paving the way for the acquisition of 100% of its common and preferred shares through a share exchange transaction. This follows the binding Letter of Intent signed on July 17, 2025. The transaction is contingent upon approvals from both shareholders and the TSX Venture Exchange (TSXV).
Comments from Leadership
Tim Fernback, the President and CEO of Fuse, expressed his enthusiasm about merging with Pointor AI, emphasizing the innovative potential that Pointor AI brings, especially under the leadership of its CEO, Jessie Johnson. With over 15 years of experience in HR and executive recruitment, Johnson understands how AI can revolutionize the hiring process. Fernback highlighted that this acquisition aligns with extensive research and negotiations aimed at bolstering shareholder value.
Introduction to Pointor AI
Pointor AI is a pioneering recruitment technology firm developing an AI-driven platform designed to minimize the time and costs associated with hiring executive roles—claims suggest an 80% reduction in time and up to 90% savings in costs compared to conventional executive search methods, which typically charge 30-35% of a candidate’s first-year salary.
Innovative Technology and Features
The platform utilizes advanced machine learning and natural language processing techniques to analyze publicly available data, offering features such as competitor research, automated organizational chart development, talent mapping, and salary benchmarking. This innovatively structured four-layer architecture is expected to enhance user experience for recruiters and hiring managers alike.
Company Overview and Strategic Goals
1545726 B.C. Ltd. is a newly established company based in British Columbia, aiming to commercialize AI software for the HR and recruitment sectors. Key personnel include Jessie Johnson, CEO; Tarka L’Herpiniere, CTO; and Oliver Willett, a Strategic Advisor. Johnson currently holds a controlling interest in the company, owning 66.67% of the shares.
With this new partnership, she aims to dramatically scale Pointor AI’s operations, accelerating product innovation and facilitating access to markets previously unattainable without Fuse’s backing. Johnson envisions that this collaboration will redefine how organizations recruit and engage top talent, rendering the process faster, more transparent, and more accessible.
Market Potential
The global recruitment market, valued at US$757 billion in 2024, is projected to grow at a compound annual growth rate (CAGR) of 13.1%, reaching approximately US$2.3 trillion by 2033. Pointor AI’s primary target is large enterprises with over 10,000 employees, starting with the UK and North America, followed by further expansion into the European Union and Asia in the subsequent years.
Dual Revenue Model
Pointor AI employs a dual revenue model:
- Per-Placement Fee Model: This includes a base fee of £500 plus 5% of the first-year salary, averaging £5,500 per hire.
- Enterprise Subscription Model: This offers an average monthly fee of £5,000 (totaling £60,000 annually) for unlimited searches and dedicated support.
The firm’s competitive edge lies in its proprietary data, a specialized focus on executive search, rapid implementation timelines, and significant cost savings compared to traditional recruitment methods.
Financial Overview
The financial statements for Pointor AI were not available at the time of this announcement but will be disclosed later in accordance with TSXV policies.
Transaction Terms and Escrow Conditions
Fuse will acquire Pointor AI through the issuance of 50 million common shares at a deemed price of $0.05 each. Upon completion of the transaction, the shares will be subject to performance escrow conditions based on milestones related to revenue recognition and product development.
Sponsorship Requirements
The transaction necessitates compliance with TSXV’s sponsorship policies, and Fuse intends to seek a waiver from this requirement. Although no guarantees can be made regarding this waiver, the company is committed to adhering to all regulatory conditions.
Loan and Finder’s Fee
Following the LOI, Fuse extended a CAD$25,000 loan to Pointor AI for transaction-related costs. In the event of a successful transaction, this loan will be forgiven. Additionally, a finder’s fee of 1,500,000 shares will be payable to an arm’s length party upon successful completion.
Future Implications
Upon completing the transaction, Fuse will be categorized as a Tier 2 Technology Issuer on the TSXV, signaling a significant shift from its current focus on mineral exploration.
Conclusion and Next Steps
With the backing of notable industry expertise and advanced technology, this acquisition signifies a pivotal step for Fuse Battery Metals as it transitions into the technology sector. Stakeholders can anticipate further detailed updates regarding the transaction process and its potential impacts in the coming weeks.
For further inquiries, contact Fusé at info@fusebatterymetals.com or call 236-521-0207.
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