FIDDLEHEAD RESOURCES ANNOUNCES SHARES FOR DEBT TRANSACTION AND ISSUANCE OF OPTIONS

CALGARY, AB, Jan. 3, 2026 /CNW/ - Fiddlehead Resources Corp. ("Fiddlehead", or the "Company") (TSXV: FHR) announces a shares-for-debt transacation, grant of stock options and related early warning disclsoure.

Shares for Debt Transcation

The Company annoucnes 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 $0.05 per common share (the "Debt ‎Settlement"), effective December 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 ("TSXV").

Grant of Stock Options

In addition, the Company has granted 300,000 options (the "Options") to purchase common shares ‎to a director of the Company ("Option Grant"). The Options were ‎issued with an exercise price of $0.20 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 constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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% of the Company's market capitalization (as determined under MI 61-101).

Early Warning Disclosure

Brent Osmond, the CEO 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% of the issued and outstanding common shares on a non-diluted basis and approximately 5.5% on a partially diluted basis. Following the Debt Settlment, 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% of the issued and outstanding common shares on a non-diluted basis and approximately 11.8% 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 ("62-103"), 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+, accessible at https://www.sedarplus.ca, 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 Avenue SW, T2P 2X6
• Attention: Brent Osmond
• Tel: [phone].

READER ADVISORIES

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward Looking Information

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning: the closing of the Debt Settlement, anticpated timing of the closing of the Debt Settlement and receipt of approval of the Debt Settlement from the TSXV. Fiddlehead cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Fiddlehead, including expectations and assumptions concerning Fiddlehead and timely reciept of all necessary approvals. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Fiddlehead. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this news release are made as of the date of this news release, and Fiddlehead does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS NEWS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

SOURCE Fiddlehead Resources Corp.

For further information concering Fiddlehead Resources Corp., please contact: Brent Osmond; Chairman, President & CEO; Email: [email protected]