Fiddlehead Announces Continuance to Alberta

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, AB, Sept. 16, 2024 /CNW/ - Fiddlehead Resources Corp. ("Fiddlehead" or the "Company") is pleased to announce that it has completed the continuance of the Company to the Province of Alberta under the Business Corporation's Act (Alberta) from the Province of British Columbia under the Business Corporations Act (British Columbia) (the "Continuance") and the adoption of new articles of continuance effective as of September 12, 2024 (the "Articles"). The Continuance was approved by the shareholders at the Annual General and Special Meeting of Shareholders held on July 31, 2024. Copies of the certificate of continuance and the Articles will be filed under the Company's profile at www.sedarplus.ca. Shareholders are not required to take any action in connection with the continuance.

Early Warning Report

As a result of the number of voting common shares of the Company issued and outstanding subsequent to the recent financings, each of Brent Osmond, 2578218 Ontario Ltd., L5 Capital Inc., and Jason Goldman Professional Corp. (the "Early Warning Shareholders") have ceased to be 10% holders of the common shares of the Company as of August 29, 2024. Each of the Early Warning Shareholders has filed an early warning report (collectively, the "Reports") regarding their share holdings in the Company.

Immediately before the Financings, Brent Osmond owned or controlled, directly or indirectly, 833,334 common shares, representing approximately 12.0% of all of the issued and outstanding common shares. Immediately following the Financings, Brent Osmond now owns or controls, directly or indirectly, 1,208,334 common shares, representing approximately 2.0% of all of the issued and outstanding common shares.

Immediately before the Financings, 2578218 Ontario Ltd. owned or controlled, directly or indirectly, 892,760 common shares, representing approximately 12.9% of all of the issued and outstanding common shares. Immediately following the Financings, 2578218 Ontario Ltd. now owns or controls, directly or indirectly, 892,760 common shares, representing approximately 1.5% of all of the issued and outstanding common shares.

Immediately before the Financings, L5 Capital Inc. owned or controlled, directly or indirectly, 764,286 common shares, representing approximately 11.0% of all of the issued and outstanding common shares. Immediately following the Financings, L5 Capital Inc. now owns or controls, directly or indirectly, 764,286 common shares, representing approximately 1.3% of all of the issued and outstanding common shares.

Immediately before the Financings, Jason Goldman Professional Corp. owned or controlled, directly or indirectly, 764,286 common shares, representing approximately 11.0% of all of the issued and outstanding common shares. Immediately following the Financings, Jason Goldman Professional Corp. now owns or controls, directly or indirectly, 764,286 common shares, representing approximately 1.3% of all of the issued and outstanding common shares.

The Early Warning Shareholders may increase or reduce their investment in the Company according to market conditions or other relevant factors. For further details, please see the Report, which was filed in accordance with applicable securities laws, a copy of which is available under the Company's profile on the SEDAR+ website at www.sedarplus.ca, or may be obtained from Brent Osmond by contacting (403) 999-8511.

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 Company's continuation and reduced number of shares owned by various shareholders. 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 the receipt of all required TSXV and regulatory approvals and exemptions (as applicable). 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 news 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, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

SOURCE Fiddlehead Resources Corp.

For further information contact: Fiddlehead Resources Corp., Brent Osmond, President, CEO and Chairman, Phone No.: (403) 999-8511, Email: [email protected]