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Fusion Gold extends QT completion date

2020-03-25 20:22 ET - News Release

Mr. David DeWitt reports

FUSION GOLD LTD. PROVIDES UPDATE ON QUALIFYING TRANSACTION WITH BATTERY MINERAL RESOURCES CORP.

Fusion Gold Ltd. has extended the time for the completion of the qualifying transaction described in its news release on Dec. 24, 2019, with Battery Mineral Resources Corp.

In light of current market conditions, the parties have entered into an amendment to the definitive agreement to: (1) extend the deadline to complete the transaction from April 30, 2020, to May 31, 2020; and (2) reduce the condition that Battery completes a private placement for aggregate proceeds of at least $5-million to at least $4-million. The company is pleased to confirm that Battery has met this condition and has raised an aggregate of $4.6-million to date.

On Dec. 23, 2019, the company entered into definitive amalgamation agreement with Battery, 1234525 B.C. Ltd., a newly incorporated wholly owned subsidiary of Fusion (Fusion Subco), and Weston Energy LLC. Pursuant to the definitive agreement, Battery and Fusion Subco will amalgamate, shareholders of Battery will exchange their shares of Battery for shares of Fusion on a one-for-one basis (on a postconsolidation basis (as defined below)), and Battery will become a wholly owned subsidiary of Fusion.

In connection with the transaction, Fusion intends to consolidate its common shares on a 1:2 basis. In addition, on closing of the transaction, Fusion will change its name to Battery Mineral Resources Inc., or such other similar name as Battery may direct and that is acceptable to the TSX Venture Exchange and other applicable regulatory authorities.

As previously disclosed, Fusion is a capital pool company and it is intended that the transaction, when completed, will constitute the qualifying transaction of Fusion for the purposes of Policy 2.4, Capital Pool Companies, of the exchange.

Additional information concerning the transaction, Battery, Fusion, Weston and the resulting issuer is provided in its news releases dated Dec. 9, 2019, and Dec. 24, 2019, and will be provided in a filing statement to be filed in connection with the transaction, which will be available under Fusion's SEDAR profile.

In accordance with the policies of the exchange, the Fusion common shares are currently halted from trading and will remain so until such time as the exchange determines, which, depending on the policies of the exchange, may not occur until completion of the transaction.

We seek Safe Harbor.

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