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 transaction, grant of stock options and 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 $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).

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