Fiddlehead Resources announces unconditional transfer of well licenses, results of July 10 Annual General and Special Meeting of Shareholders, and issuance of shares

CALGARY, AB, Aug. 5, 2025 /CNW/ – Fiddlehead Resources Corp. (“Fiddlehead” or the “Company“) is pleased to announce that the Alberta Energy Regulator (“AER“) has completed its review of the Directive 088 transfer application related to the well, facility, and pipeline licenses acquired as part of the previously announced Ferrier acquisition.

On Friday, August 1, 2025, the AER transferred the Ferrier licenses to Fiddlehead. The Company is now actively working with the Vendor to transition operatorship of the assets, with completion expected no later than September 1, 2025.

Fiddlehead extends its appreciation to the AER for its diligence and ongoing stewardship of Alberta’s energy and mineral resources.

With the successful completion of the Directive 088 license transfer, Fiddlehead is poised to advance its strategy of acquiring and developing high-quality, accretive assets. Furthermore, this milestone represents meaningful progress toward the anticipated closing of Fiddlehead’s previously announced Cynthia acquisition.

President, CEO and Chairman Brent Osmond commented:

“The successful completion of the Directive 088 License Transfer Application represents a significant milestone in Fiddlehead’s continued growth. With this approval, we now have the ability to directly manage the day-to-day operations of our newly acquired Ferrier assets, fully leverage our team’s expertise, and advance firm plans for future capital investment.

Our team has been diligently identifying opportunities to enhance value across the Ferrier assets, and we’re excited to begin executing on that potential. On behalf of all Fiddlehead stakeholders, I want to thank the Alberta Energy Regulator for their diligence and collaboration throughout the transfer process.

We are pleased with the outcome and look forward to building our production base and presence as a new operator in the Province of Alberta.”

Share Issuance

In connection with the acquisition of a private producer in the Cynthia area of Alberta previously announced on April 10, 2025 (“Cynthia Transaction“), the Company has issued 5,000,000 common shares of the Company as a non-refundable deposit as part of the original consideration to extend the closing date of the Cynthia Transaction to accommodate the AER Ferrier license transfer review.

In connection with the amendment of its existing lending agreement announced on June 26, 2025, the Company has issued 1,000,000 common shares as a refinancing fee to its lender.

The Cynthia Transaction and the Debt Facility is expected to occur on or about September 12, 2025, and is subject to customary TSX Venture Exchange (“TSXV“) and regulatory approvals.

Results of the Annual General and Special Meeting

Fiddlehead also announces the results of its Annual General and Special Meeting of Shareholders held on July 10, 2025 (the “AGSM“).

At the AGSM, the shareholders approved all of the resolutions detailed in the information circular for the AGSM, namely:

• to set the number of directors at six (6);
• to elect the directors;
• to re-appoint the Company’s auditor;
• to approve the continuation of the Company’s Rolling Omnibus Plan;
• to transact on all other matters that may property come before the AGSM.

At the AGSM, 8,174,177 common shares of the Company were voted, representing 13.51% of the Company’s issued and outstanding common shares. The following table details the results:

Fiddlehead’s Board of Directors welcomes Ms. Stephanie Bunch in joining the Board. Ms. Bunch is a Chartered Professional Accountant with over 30 years of experience in oil & gas, retail, technology and consulting. She has previously served as an officer of many public and private companies. Ms. Bunch holds a Bachelor of Commerce and a Bachelor of Science from the University of Alberta.

2025 Guidance

Following closing of the Cynthia Transaction, Fiddlehead anticipates providing guidance for full year 2025. The guidance will include a full update incorporating the Assets, the Cynthia assets, as well as an update on Fiddlehead’s current asset base.

Advisors

Research Capital Corporation acted as financial advisor in connection with the Cynthia Transaction.

READER ADVISORIES

The TSXV has in no way passed upon the merits of the Cynthia Transaction and has neither approved nor disapproved the contents of this press release. 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 Cynthia Transaction and anticipated closing thereof; the Company’s anticipated source of funds for satisfaction of the Purchase Price; the availability and amount of the Debt Facility, the terms and conditions on which funds may be advanced thereunder, and anticipated closing thereof; the Company’s intention to exploit the reservoirs and the Company’s long term business strategy with respect to the Ferrier and Cynthia Assets; anticipated production from the Ferrier and Cynthia assets; 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 expectations and assumptions concerning Fiddlehead, the Cynthia Transaction, the timely receipt of all required TSXV and regulatory approvals and exemptions (as applicable), Alberta Energy Regulatory (AER) approvals, if any and as applicable, the satisfaction of other closing conditions in accordance with the terms of the Purchase Agreement and Debt Facility. 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 press 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.

Non-GAAP and Other Financial Measures

Throughout this document and other materials disclosed by the Company, Fiddlehead uses certain measures to analyze financial performance, financial position, and cash flow. These non-GAAP and other financial measures do not have any standardized meaning prescribed under GAAP and therefore may not be comparable to similar measures presented by other entities. The non-GAAP and other financial measures should not be considered alternatives to, or more meaningful than, financial measures that are determined in accordance with GAAP as indicators of the Company performance. Management believes that the presentation of these non-GAAP and other financial measures provides useful information to shareholders and investors in understanding and evaluating the Company’s ongoing operating performance, and the measures provide increased transparency and the ability to better analyze Fiddlehead’s business performance against prior periods on a comparable basis.

EBITDA

EBITDA is calculated by the Company as adjusted funds flow before interest expense. When this measure is presented quarterly, EBITDA is annualized by multiplying by four. When this measure is presented on a trailing twelve-month basis, EBITDA for the twelve months preceding the net debt date is used in the calculation. This measure is consistent with the EBITDA formula prescribed under the Company’s Senior Credit Facility.

Net Operating Income (NOI)

Fiddlehead uses “Net Operating Income” as one key performance indicator. Net Operating income is calculated by the Company as oil and natural gas sales less royalties, operating expenses and transportation expenses and is a measure of the profitability of operations before administrative, share-based compensation, financing and other non-cash items. Management considers Net Operating Income an important measure to evaluate its operational performance as it demonstrates its field level profitability. Net Operating Income should not be considered as an alternative to or more meaningful than net income as determined in accordance with GAAP as an indicator of the Company’s performance.

Net Debt

Net Debt represents the carrying value of the Company’s debt instruments, net of adjusted working capital. The Company uses Net Debt as an alternative to outstanding debt as Management believes it provides a more accurate measure in assessing the liquidity of the Company. The Company believes Net Debt can provide useful information to investors and shareholders in understanding the overall liquidity of the Company.

Net Debt to EBITDA

Management considers Net Debt to EBITDA an important measure as it is a key metric to identify the Company’s ability to fund financing expenses, net debt reductions, and other obligations. Net Debt to EBITDA is calculated as Net Debt divided by EBITDA.

Risk Factors to Forward Looking Information (“FLI”)

Risk factors that could materially impact successful execution and actual results of the Company’s 2025 and 2026 capital program and associated estimates include, but not limited to:

• the risk that the U.S. government imposes tariffs on Canadian goods, including crude oil and natural gas, and that such tariffs (and/or the Canadian government’s response to such tariffs) adversely affect the demand and/or market price for the Company’s products and/or otherwise adversely affects the Company.
• volatility of petroleum and natural gas prices and inherent difficulty in the accuracy of predictions related thereto.
• the extent of any unfavourable impacts of wildfires in the province of Alberta.
• that the completion of the Cynthia Transaction and debt arrangements is subject to a number of conditions which are typical for transactions of this nature however that failure to satisfy any of these conditions may result in the termination of the Cynthia Transaction.
• AER deposit requirements and transfers, as applicable.
• changes in Federal and Provincial regulations.
• the Company’s ability to secure financing for the Company to execute a capital program and longer-term capital plans sourced from Adjusted Funds Flow, bank or other debt instruments, asset sales, equity issuance, infrastructure financing or some combination thereof.

The Company has relied upon certain third-party reports, including reserves evaluations and technical assessments prepared by independent experts, in connection with the evaluation and disclosure of the transaction. While the Company believes such sources to be reliable, there is no assurance that the estimates or assumptions contained in such reports will prove to be accurate. Actual results may differ materially from those anticipated due to various risks and uncertainties.

Please refer to the Company’s MD&A for the first quarter 2025 and the 2024 Annual Information Form (“AIF”) for discussion of additional risk factors relating to the Company, which can be accessed under the Company’s SEDAR+ profile on www.sedarplus.ca. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Future-Oriented Financial Information

This press release contains future-oriented financial information and financial outlook information (collectively, “FOFI“) about the Company’s and the counterparties prospective results of operations and production, budgets, expenditures and guidance and components thereof, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about the Company’s future business operations. The Company and its management believe that FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments, and represent, to the best of management’s knowledge and opinion, the Company’s expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results. The Company disclaims any intention or obligation to update or revise any FOFI contained in this document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein. Changes in forecast commodity prices, differences in the timing of capital expenditures, and variances in average production estimates can have a significant impact on the key performance measures included in the Company’s guidance. The Company’s actual results may differ materially from these estimates.

Oil and Gas Measures and Metrics

The Company uses the following metrics in assessing its performance and comparing itself to other companies in the oil and gas industry. These terms do not have a standardized meaning and therefore may not be comparable with the calculation of similar measures by other companies:

Corporate decline (“Decline”) is the rate at which production from a grouping of assets falls from the beginning of a fiscal year to the end of that year.

Analogous Information

Certain information in this press release may constitute “analogous information” as defined in NI 51-101, including but not limited to, information relating to the areas in geographical proximity to lands that are or may be held by Fiddlehead. Such information has been obtained from government sources, regulatory agencies, or other industry participants. Fiddlehead believes the information is relevant as it helps to define the reservoir characteristics in which Fiddlehead may hold an interest; however, Fiddlehead is unable to confirm that the analogous information was prepared by a qualified reserves evaluator or auditor. Such information is not an estimate of the reserves or resources attributable to lands held or potentially to be held by Fiddlehead and there is no certainty that the reservoir data and economics information for the lands held or potentially to be held by Fiddlehead will be similar to the information presented herein. The reader is cautioned that the data relied upon by Fiddlehead may be in error and/or may not be analogous to such lands to be held by Fiddlehead.

Net Present Value (NPV) Estimates

It should not be assumed that the net present value of the estimated future net revenues of the reserves of Fiddlehead and/or the acquired assets of PrivateCo included in this press release represent the fair market value of the reserves. There is no assurance that the forecast prices and cost assumptions will be attained, and variances could be material. NPV10 BT represents NPV10 before tax where NPV10 represents the anticipated net present value of the future net revenue discounted at an annual rate of 10%. PDP NPV10 represents the anticipated net present value of the proved developed producing reserves discounted at an annual rate of 10%.

BOE Equivalent

Barrel of oil equivalents or BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different than the energy equivalency of 6:1, utilizing a 6:1 conversion basis may be misleading as an indication of value.

Abbreviations

SOURCE Fiddlehead Resources Corp.

 

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