Notice of Fiddlehead Resources Corp. Annual General and Special Meeting of Shareholders

Notice is hereby given that the annual general and special meeting (“Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) of Fiddlehead Resources Corp. (the “Corporation”) will be held at the offices of the Corporation’s legal counsel, DLA Piper (Canada) LLP, at Suite 1000, 250 – 2nd Street SW, Calgary, Alberta T2P 0C1, at 10:00 a.m. (Calgary Time), on July 31, 2024 for the following purposes:

1. to receive and consider the audited financial statements of the Corporation for the financial years ended December 31, 2023, 2022 and 2021 and the report of the auditor thereon;

2. to fix the number of directors of the Corporation to be elected at the Meeting at five (5);

3. to elect directors of the Corporation for the ensuing year;

4. to re-appoint Crowe MacKay LLP as the auditors of the Corporation for the ensuing year and authorize the Corporation’s board of directors to fix the auditor’s compensation;

5. to consider and, if thought advisable, to pass, with or without amendment, an ordinary resolution to approve the Corporation’s rolling omnibus plan;

6. to consider and, if thought advisable, to pass, with or without amendment, a special resolution for the approval of the continuance of the Corporation from the Province of British Columbia into the Province of Alberta; and

7. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

The board of directors of the Corporation has fixed the record date for the Meeting at the close of business on June 24, 2024 (the “Record Date”). Only Shareholders of record as at the Record Date are entitled to receive notice of the Meeting. Shareholders of record will be entitled to vote those Common Shares owned as at the Record Date, unless any such Shareholder transfers such Shareholder’s Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not later than ten (10) days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

Please visit the Investors section of our website for the full information circular and form of proxy.

THIS NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF FIDDLEHEAD RESOURCES CORP. OF PROXIES TO BE VOTED AT THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF FIDDLEHEAD RESOURCES CORP. TO BE HELD ON JULY 31, 2024.