Mr. Brent Osmond reports

FIDDLEHEAD RESOURCES ANNOUNCES SHARES FOR DEBT TRANSACTION AND ISSUANCE OF OPTIONS

Fiddlehead Resources Corp. has entered a shares-for-debt transaction, has granted stock options and has made related early warning disclosure.

Shares-for-debt transaction

The company announces it will settle outstanding indebtedness of $242,161.60 through the issuance of 4,843,232 common shares of the corporation at a deemed price of five cents per common share, effective Dec. 31, 2025. The common shares issued in connection with the debt settlement will be subject to a hold period of four months from the date of closing. The debt settlement is subject to the approval of the TSX Venture Exchange.

Grant of stock options

In addition, the company has granted 300,000 options to purchase common shares to a director of the company. The options were issued with an exercise price of 20 cents per common share with a 10-year expiry.

Participation by certain directors and officers of the company in the debt settlement and the option grant described herein constitutes related-party transactions within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the related-party participation in the debt settlement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it will involve interested parties, is expected to exceed 25 per cent of the company's market capitalization (as determined under MI 61-101).

Early warning disclosure

Brent Osmond, the chief executive officer and a director of the company, together with a joint actor, acquired an aggregate of 4,843,232 common shares pursuant to the debt settlement. Prior to the debt settlement, Mr. Osmond owned or exercised control or direction over 2,397,667 common shares, 375,000 warrants and 950,000 options, representing approximately 3.6 per cent of the issued and outstanding common shares on a non-diluted basis and approximately 5.5 per cent on a partially diluted basis. Following the debt settlement, Mr. Osmond beneficially owns or exercies control or direction over 7,240,899 common shares, 375,000 warrants and 950,000 options, representing approximately 10.1 per cent of the issued and outstanding common shares on a non-diluted basis and approximately 11.8 per cent on a partially diluted basis. For purposes of National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues), the securities acquired by the related person are aggregated with Mr. Osmond's holdings as he is deemed to exercise control or direction over such securities. Mr. Osmond acquired the common shares for investment purposes. In the future, Mr. Osmond may, directly or indirectly, acquire additional common shares in the capital of the company or dispose of such common shares subject to a number of factors, including, without limitation, general market and economic conditions and other investment and business opportunities available.

This portion of the news release is issued pursuant to National Instrument 62-103, which also requires an early warning report to be filed on SEDAR+, containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained, following its filing, on the company's SEDAR+ profile or by contacting the company at:

• Suite 1200, 715 5th Ave. Southwest, T2P 2X6;
• Attention: Mr. Osmond;
• Telephone: 1-403-800-4978.

We seek Safe Harbor.