FIDDLEHEAD RESOURCES ANNOUNCES CLOSING OF SHARES FOR DEBT TRANSACTION

CALGARY, AB, Feb. 4, 2026 /CNW/ - Fiddlehead Resources Corp. ("Fiddlehead", or the "Company") (TSXV:FHR) is pleased to announce that, further to its January 3, 2026 news release, it has closed the previously announced non-arm's length debt settlement of common shares (the "Common Shares") of the Company (the "Debt Settlement"). Under the Debt Settlement, the Company has settled the outstanding indebtedness in the amount of $242,161.60 owing to certain insiders of the Company through the issuance of 4,843,232 Common Shares at a deemed price of $0.05 per Common Share.

The Common Shares issued in connection with the Debt Settlement are subject to a ‎hold period of four months and a day from the date of closing.

The issuance of the Common Shares pursuant to the Debt Settlement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of the Common Shares is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101.

Early Warning Disclosure

This press release is further being disseminated as required by National Instrument 62-103 – The Early Warning System and Take over Bid and Insider Reporting Issues ("NI 62-103") regarding the acquisition of securities of Brent Osmond, together with a joint actor. This news release is being issued to correct an incorrectly calculated share ownership position reported on January 3, 2026.

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, together with the joint actor, owned or exercised control or direction over 2,051,334 Common Shares (not 2,397,667 Common Shares, as previously reported), 775,000  warrants (not 375,000 warrants), and 950,000 options, representing approximately 3.1% (not 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 Settlement, Mr. Osmond, together with the joint actor beneficially owns or exercises control or direction over 6,894,566 Common Shares (not 7,240,899 Common Shares), 775,000 warrants (not 375,000 warrants), and 950,000 options, representing approximately 9.7% (not 10.1%) of the issued and outstanding Common Shares on a non-diluted basis and approximately 11.8% on a partially diluted basis.

For the purposes of NI 62-103, Mr. Osmond is no longer required to file an early warning report in respect of the Debt Settlement.

Read the full press release here.