FIDDLEHEAD RESOURCES ANNOUNCES CLOSING OF SHARES FOR DEBT TRANSACTION

Executive Summary

• Fiddlehead Resources Corp. closed a non‑arm’s‑length debt settlement, issuing 4,843,232 common shares at a deemed price of $0.05 per share to settle $242,161.60 of indebtedness owed to insiders.
• The transaction increases CEO Brent Osmond’s beneficial ownership to approximately 9.7% (non‑diluted) and 11.8% (partially diluted) of the company’s common shares.
• Shares issued are subject to a hold period of four months plus one day; the settlement is exempt from minority approval under MI 61‑101, and no further early‑warning filing is required for Osmond.

Key Details

• Debt Settlement Amount: $242,161.60 owed to insiders.
• Shares Issued: 4,843,232 common shares at a deemed price of $0.05 per share (gross proceeds $242,161.60).
• Hold Period: Shares subject to a lock‑up of four months and one day from the closing date.
• Regulatory Exemptions: Transaction qualifies as a “related party transaction” exempt from MI 61‑101 minority approval and formal valuation requirements (subsections 5.5(a) & 5.7(1)(a)).
• Ownership Adjustments – Pre‑Settlement (corrected):
• Brent Osmond + joint actor: 2,051,334 common shares (not 2,397,667).
• Warrants: 775,000 (not 375,000).
• Options: 950,000.
• Ownership %: ~3.1% non‑diluted, ~5.5% partially diluted.
• Ownership Adjustments – Post‑Settlement (corrected):
• Brent Osmond + joint actor: 6,894,566 common shares (not 7,240,899).
• Warrants: 775,000 (unchanged).
• Options: 950,000 (unchanged).
• Ownership %: ~9.7% non‑diluted, ~11.8% partially diluted.
• Early Warning Disclosure: No further NI 62‑103 early‑warning report required for Osmond following the settlement.

Notable Quotes

(No direct quotes were provided in the release.)