Fuse Group Holding Inc. announced that it has entered into a convertible promissory note purchase agreement with Liu Marketing (M) Sdn. Bhd. for a private placement of a convertible promissory note for gross proceeds of $50,000 on October 6, 2022.

The note was issued at par, bears interest at the fixed rate of 3% per annum, which are payable on October 6, 2023 and October 6, 2024. The note will mature on the date that is 24 months from the date that the purchase price was paid. Any outstanding principal and interest on the note may be converted into common shares of the company at the investor's option at a fixed conversion price of $0.45 per share at any time until the total outstanding balance of the note is paid.

The company shall have the right to prepay all or any portion of the outstanding balance. The note was issued pursuant to an exemption from registration under Regulation S, promulgated under the Securities Act of 1933, as amended. The note or the conversion shares cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration requirements are available.