Mr. Tim Fernback reports

FUSE BATTERY ANNOUNCES ANNUAL GENERAL SPECIAL MEETING RESULTS, SUBSCRIPTION RECEIPT FINANCING AND UPDATE ON THE REVERSE TAKE OVER WITH POINTOR AI

Fuse Battery Metals Inc.'s annual general and special meeting was held Monday, Dec. 22, 2025, and all resolutions were approved, with over 99.044 per cent or more voting in favour in all categories. Resolutions passed are listed as follows:

1. The following individuals were re-elected directors of the company: Tim Fernback, Robert Setter, Ryan Cheung, Chip Richardson and Andrew Gertler;
2. SHIM & Associates LLP, chartered professional accountants, was reappointed as the company's auditor;
3. Approval of the reverse takeover (RTO) with 1545726 B.C. Ltd., doing business as Pointor AI from Tier 2 mining exploration company to a Tier 2 technology company in accordance with exchange Policy 5.2 previously announced on Sept. 16, 2025, the shareholders also approved the matters related to the RTO as follows:
   1. The approval of the RTO, which the company has also recently received conditional acceptance by TSX Venture Exchange;
   2. The approval to increase and amendment of the company's 20-per-cent fixed stock option plan to include the 50 million RTO shares, 1.5 million finder's fee shares and the 40 million private placement shares to be issued on completion of the RTO;
   3. The approval of the creation of Jessie (Fan) Johnson, as a new control person upon completion of the RTO and in accordance with the policies of the exchange.

Subsequent to the meeting, the board of directors appointed the following officers of the company for the ensuing year:

• Mr. Fernback as president and chief executive officer;
• Robert Guanzon as chief financial officer;
• Tina Whyte as secretary.

Mr. Fernback, Mr. Setter and Mr. Cheung were reappointed as members of the audit committee for the upcoming year.

An attached table sets forth selected information regarding Pointor AI for the period ended Sept. 30, 2025. Such information is derived from the Pointor AI financial statements and should be read in conjunction therewith.

Terms of the RTO transaction

Fuse will acquire Pointor AI through the issuance of an aggregate of 50 million of its common shares at a deemed price of five cents per share, by way of a share exchange transaction.

On closing of the transaction and its associated $2.0-million private placement financing, the Pointor AI shareholders will receive common shares at a price of five cents per share to be issued concurrent with the placees of the $2.0-million private placement share subscription receipt financing at five cents per subscription receipt. The terms of the private placement are set out below.

In addition to the escrow requirements of the exchange, 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 and released upon successfully demonstrating the following milestones have transpired. If required by the exchange, 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 exchange, all escrow milestones shall be accelerated giving rise to the release of any remaining performance shares, upon any sale, takeover bid, amalgamation or plan of arrangement resulting in a change of control of the resulting issuer in a transaction, or series of related transactions.

In connection with the transaction, a finder's fee is payable in the amount of 1.5 million 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 exchange Policy 5.1 and is subject to exchange approval.

Upon completion of the transaction the company will be classified as a Tier 2 technology issuer on the exchange.

Financing

In connection with the transaction and subject to exchange approval, the company intends to complete a private placement of subscription receipts for up to gross proceeds of $2.0-million at a price of five cents per 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.

Finders' fees may be payable in connection with the private placement subject to compliance with exchange policies and the financing and finders' fees are subject to the approval of the exchange.

An attached table sets forth the estimated available funds of the resulting issuer before and after giving effect to the private placement financing. The principal purposes of the available funds from the private placement are detailed in the associated table.

All securities issued pursuant to the financing, transaction and finders' fees will be subject to a hold period as required under applicable Canadian securities legislation.

Reverse takeover transaction

Completion of the RTO transaction as contemplated would constitute a change of business/reverse takeover in accordance with exchange Policy 5.2, Changes of Business and Reverse Takeovers, as the company's current business is the exploration of minerals. As a result the transaction is subject to final exchange acceptance and approval of the shareholders of Fuse.

Management changes

Pursuant to the closing of the RTO transaction, certain management changes are intended to occur pursuant to which three nominees set out below 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, Mr. Fernback (proposed new chairman), current director, Mr. Setter, and current director, Mr. Cheung, as well as the current corporate secretary, Ms. Whyte, and current CFO, Mr. Guanzon, all of whom will remain in such position. James Hellwarth will also remain in a consultant capacity posttransaction.

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

Ms. 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 (financial technology), data and AI-driven (artificial intelligence) 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. Ms. Johnson 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, Ms. Johnson spent a decade in senior leadership roles at two of the United Kingdom's largest recruitment firms, where she built multimillion-pound revenue streams from the ground up and secured long-term partnerships with major global banks and technology giants. Her 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 chief technology officer/director

Mr. L'Herpiniere brings an unparalleled depth of expertise and a proven record of innovation to the role of CTO. Educated at the prestigious University of Bath and Brunel University in the United Kingdom, Mr. L'Herpiniere 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 start-ups. Mr. L'Herpiniere's unique blend of academic rigour, hands-on development and commercial acumen positions him perfectly to spearhead the company's technological vision and drive transformative growth.

Along with Oliver Willett, Mr. L'Herpiniere is co-founder of Arcterix SARL, 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 adviser/director

Mr. Willett brings a unique blend of start-ups and investment experience across a broad range of sectors including AI, fintech, agritech (agriculture technology), e-commerce and impact, and has a proven 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 $100-million in successful venture financings, and has advised on mergers, acquisitions and disposals of over $500-million.

Along with Mr. L'Herpiniere, Mr. Willett 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 vice-president, commercial

Mr. 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.

Mr. Pixner 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, health care 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 -- the 1.2-billion-pound acquisition by ION Group.

Combining commercial expertise with strategic execution, Mr. Pixner successfully led the postacquisition 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.

Mr. Pixner is the founder of CVT Advisory (Kent, U.K.), 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 amended stock option plan, exercisable at five cents per share for a term of five years to be vested immediately.

Other information and updates

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 transaction, in due course, by way of news releases.

About Fuse Battery Metals Inc.

Fuse Battery Metals 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-per-cent interest its Glencore Bucke property, situated in Bucke township, six kilometres (km) east-northeast of Cobalt, Ont., subject to a back-in provision, production royalty and offtake 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-per-cent interest, subject to a royalty, in the Teledyne project, located near Cobalt, Ont. The Teledyne property adjoins the south and west boundaries of claims that hosted the Agnico mine.

Glencore Bucke/Teledyne property

Situated in Bucke township, six km east-northeast of Cobalt, Ont., the Glencore Bucke property adjoins, on its northeastern corner, the former cobalt-producing Agaunico mine. From 1905 through to 1961, the Agaunico mine produced a total of 4.35 million pounds (lb0 of cobalt (Co) and 980,000 ounces (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 oversupply (Thomson, 1964). The Glencore property is 100 per cent owned by Fuse Cobalt subject to a back-in provision, production royalty and offtake agreement.

The associated Teledyne property, located in Bucke and Lorrain townships, consists of five patented mining claims totalling 79.1 hectares (ha) and 46 unpatented mining claim cells totalling approximately 700 ha. The property is easily accessible by Highway 567 and a well-maintained secondary road.

Over $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 feet (ft) parallel to the main cobalt mineralized vein. The Teledyne property is subject to a production royalty in favour of New Found Gold and an offtake agreement in favour of Glencore Canada Corp., while the Glencore Bucke property is subject to a back-in provision, production royalty and an offtake agreement in favour of Glencore Canada. 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 No. 15) that extended southward toward the northern boundary of the Teledyne cobalt property, currently 100 per cent owned by Fuse. Mineralization was generally located within 125 ft (38.1 metres (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).

We seek Safe Harbor.