/NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES/

CALGARY, AB , April 29, 2025 /CNW/ - Fiddlehead Resources Corp. ("Fiddlehead" or the "Company") (TSXV: FHR) is pleased to announce financial and operating results for the three and twelve months ended December 31, 2024 and to provide the results of its independent oil and gas reserves evaluation as of December 31, 2024, prepared by GLJ Ltd. ("GLJ"). The Company also announces that its audited financial statements and associated Management's Discussion and Analysis ("MD&A") for the year ended December 31, 2024, are available on SEDAR+ at www.sedarplus.ca.

Highlights

• Achieved average corporate production of 1,624 boe/d in Q4 2024. Q4 was the first complete quarter of operations for the Company. The Company's operations commenced Aug 29, 2024 with the completion of the acquisition of assets in the Ferrier area.  For the year ended December 31, 2024, the Company averaged 1,629 boe/d (in the 124 days of activity post August 29^th). 
• For the fourth quarter of 2024, Fiddlehead's petroleum and natural gas sales totaled $3,844,042 and Funds Flow from Operations was $(73,768)

Notes to Highlights:
See ‎"Caution Respecting Reserves Information"‎ and ‎‎"Non-GAAP and other Specified Financial Measures"‎.

President's Message

It has been an exciting inaugural year for Fiddlehead Resources. We successfully completed a foundational acquisition and achieved a significant milestone by listing on the TSX Venture Exchange. Our team remains focused on identifying and executing opportunities that drive shareholder value, as demonstrated by the recent announcement of another accretive acquisition. We look ahead to gaining operator status, bolstered by favorable market catalysts such as the first LNG shipments from the Pacific Coast, and we are confident that Fiddlehead is well-positioned to thrive. The Company looks forward to closing our announced acquisitions and executing on our long-term vision for growth and operations.

Summary of Financial & Operating Results

(Expressed in $000s, except per share, price and volume amounts)

2024 Reserves Summary

Fiddlehead's assets were evaluated by GLJ effective December 31, 2024, using the 3 Consultant Average price forecast (the "Reserves Report"). GLJ is the Company's independent qualified reserves evaluator.

The following table provides a summary of specific details from the Reserves Report, which was created in accordance with the procedures and standards contained in the Canadian Oil and Gas Evaluation Handbook ("COGEH") and the requirements of National Instruments 51-101 — Standards of Disclosure for Oil and Gas Activities ("NI 51-101").

Reserves were down year over year primarily due to production which was not replaced within the year as a result of no capital spending on the property while undergoing the sales process.

Company Reserves

Net Present Values for Future Net Revenues

Operational Update

Fiddlehead continues to work with the Alberta Energy Regulator to complete the license transfer of the Ferrier assets purchased in August of 2024. While awaiting the license transfer the property is being contract operated by the vendor of the asset. Production has remained strong with low decline rates, as expected, while Fiddlehead awaits operatorship and the commencement of the planned production optimization and drilling campaign later in 2025. Current Working Interest production is 1,460 BOE/D (consisting of 71 bbl/d of Light and Medium Oil, 378 bbl/d of NGL and 6.1 mmcf/d of Conventional Natural Gas). This production rate was measured by the operator for the period of April 1st to April 13th.

Subsequent Events

On April 10, 2025, Fiddlehead announced that it has entered into a share purchase agreement (the "Purchase Agreement") with a privately owned Central Alberta producer ("PrivateCo") to acquire upstream producing and non-producing assets near Cynthia, Alberta (the "Cynthia Assets"). Pursuant to the terms of the Purchase Agreement, Fiddlehead proposes to acquire all of the issued and outstanding shares of PrivateCo as further described below (the "Transaction") for total consideration of CAD$21,000,000 (the "Purchase Price"), consisting of CAD$18,000,000 cash consideration and CAD $3,000,000 in units of Fiddlehead ("Unit"). Each Unit consists of one common share of Fiddlehead ("Common Share") valued at a price of CAD$0.20 per share and one whole share purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of CAD$0.24 per share at any time up to 60 months following the completion of the Transaction.

Concurrent with the completion of the Transaction, Fiddlehead will raise gross proceeds of CAD$1,000,000 through a non-brokered private placement on identical terms as the Units issued to PrivateCo (the "Offering"), in which the Company has received commitments for the entire amount. Pursuant to the private placement, the Company will issue 5,000,000 units at a price of CAD$0.20 per Unit. Certain directors and management members of Fiddlehead and large shareholders will be subscribing in the private placement for an aggregate of approximately $500,000 and the remaining $500,000 has been fully committed by institutional and investors. The proceeds from this Offering will be used by the Company primarily for general working capital.

The Purchase Price is expected to be fully funded by a new senior secured term debt facility in the amount of USD$25,000,000 (the "Debt Facility"), provided by a syndicate of North American-based private credit investors (the "Lenders"), bearing an interest rate of 12.09% per annum, pursuant to a term sheet executed on April 10, 2025 (the "Term Sheet"). Our ability to obtain such financing is conditional upon (amongst other things) the transfer of licenses related to the South Ferrier property.

Subject to the conditions of financing (including the transfer of the licenses related to the South Ferrier property), closing of the Transaction, Offering and Debt Facility is expected to occur on or before May 30, 2025, and is subject to customary TSX Venture Exchange approvals. All securities issued pursuant to the Offering will be subject to a hold period of four months plus a day from the date of issuance. The Transaction will have an effective date of May 1, 2025.

ADVISORIES

Forward-Looking Information

Certain information contained in the press release may constitute forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable securities legislation that involve known and unknown risks, assumptions, uncertainties and other factors. Forward-looking statements may be identified by words like "anticipates", "estimates", "expects", "indicates", "intends", "may", "could" "should", "would", "plans", "target", "scheduled", "projects", "outlook", "proposed", "potential", "will", "seek" and similar expressions. Forward-looking statements in this press release include statements regarding, among other things: development of Fiddlehead's Ferrier property in West Central Alberta targeting the Cardium Formation, Fiddlehead's business, strategy, objectives, strengths and focus; the Company's drilling plans and expectations; and the performance and other characteristics of the Company's properties and expected results from its assets. Such statements reflect the current views of management of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions that could cause results to differ materially from those expressed in the forward-looking statements. With respect to forward-looking statements contained in this press release, the Company has made assumptions regarding, among other things: that commodity prices will be consistent with the current forecasts of its engineers; field netbacks; the accuracy of reserves ‎estimates; average production rates; costs to drill, complete and tie-in wells; ultimate recovery of reserves; that royalty ‎regimes will not be subject to material modification;‎ future exchange and interest rates; supply of and demand for commodities; inflation; the availability of capital on satisfactory terms; the availability and price of labour and materials; the impact of increasing competition; conditions in general economic and financial markets; that the Company will be able to access capital, including debt, on acceptable terms; the receipt and timing of regulatory, exchange and other required approvals; the ability of the Company to implement its business strategies and complete future acquisitions; the Company's long term business strategy; and effects of regulation by governmental agencies.

Factors that could cause actual results to vary from forward-looking statements or may affect the operations, performance, development and results of the Company's businesses include, among other things: assumptions concerning operational reliability; risks inherent in the Company's future operations; the Company's ability to generate sufficient cash flow from operations to meet its future obligations; increases in maintenance, operating or financing costs; the realization of the anticipated benefits of future acquisitions, if any; the availability and price of labour, equipment and materials; competitive factors, including competition from third parties in the areas in which the Company intends to operate, pricing pressures and supply and demand in the oil and gas industry; fluctuations in currency and interest rates; inflation; risks of war, hostilities, civil insurrection, pandemics, political and economic instability overseas and its effect on commodity pricing and the oil and gas industry (including ongoing military actions between Russia and Ukraine and the crisis in Israel and Gaza); severe weather conditions and risks related to climate change, such as fire, drought and flooding; terrorist threats; risks associated with technology; changes in laws and regulations, including environmental, regulatory and taxation laws, and the interpretation of such changes to the management team's future business; availability of adequate levels of insurance; difficulty in obtaining necessary regulatory approvals and the maintenance of such approvals; general economic and business conditions and markets; and such other similar risks and uncertainties. The impact of any one assumption, risk, uncertainty or other factor on a forward-looking statement cannot be determined with certainty, as these are interdependent and the Company's future course of action depends on the assessment of all information available at the relevant time. For additional risk factors relating to Fiddlehead, please refer to the Company's annual information form and management discussion and analysis for the year ended December 31, 2024 which are available on the Company's SEDAR+ profile at www.sedarplus.ca . The forward-looking statements contained in this press release are made as of the date hereof and the parties do not undertake any obligation to update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

FOFI Disclosure. This press release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about Fiddlehead's prospective results of operations and production, 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 press release was made as of the date of this press release and was provided for the purpose of providing further information about Fiddlehead's anticipated future business operations. The Company disclaims any intention or obligation to update or revise any FOFI contained in this press release, 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 press release should not be used for purposes other than for which it is disclosed herein. All FOFI contained in this press release complies with the requirements of Canadian securities legislation, including Canadian Securities Administrators' National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities. 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 metrics included in the Company's guidance contained in this news release. The Company's actual results may differ ‎materially from such estimates‎.

Currency. All amounts in this press release are stated in Canadian dollars unless otherwise specified.

Abbreviations.

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 press release.

Caution Respecting Reserves Information

Readers should see the "Selected Oil and Gas Terms " in the Company's Annual Information Form dated April 29, 2025  that is available on the Company's SEDAR+ profile at www.sedarplus.ca  for the definition of certain oil and gas terms.

Disclosure in this news release of oil and gas information is presented in accordance with generally accepted industry practices in Canada and NI 51-101. Specifically, other than as noted herein, the oil and gas information regarding the Company presented in this news release is based on the report prepared by GLJ, independent petroleum consultants of Calgary, Alberta‎ and dated April 24^th, 2025 evaluating the light and medium crude oil, conventional ‎natural gas and natural gas liquids reserves attributable to Fiddlehead's properties at December 31, 2024‎ (the "Reserves Report").

Reserves are classified according to the degree of certainty associated with the estimates as follows:

"Proved reserves" or "1P" are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.

"Probable reserves" are those additional reserves that are less certain to be recovered than proved reserves.

"Proved plus probable reserves" or "2P" is the total of proved reserves and probable reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.

"Proved Developed Producing" or "PDP" reserves are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.

The net present value of future net revenues attributable to reserves and resources included in this news release do not represent the fair market value of such reserves and resources. There is no assurance that the forecast prices and costs assumptions will be attained, and variances could be material. The recovery and reserve estimates of reserves and resources provided in this news release are estimates only and there is no guarantee that the estimated reserves or resources will be recovered. Actual reserves and resources may be greater or less than the estimates provided in this news release. The estimates of reserves and future net revenue for individual properties in this news release may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation.

Basis of Barrels of Oil Equivalent – In this news release, the abbreviation boe means a barrel of oil equivalent on the basis of 1 boe to 6 Mcf of natural gas when converting natural gas to boes. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf to 1 boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Additionally, given the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion ratio at 6:1 may be misleading.

References to "liquids" in this news release refer to, collectively, heavy crude oil, light crude oil and medium crude oil combined, and natural gas liquids.

"BT" means before tax .

"NPV10" represents the anticipated net present value of the future net revenue discounted at a rate of 10% associated with the reserves associated with the acquired assets.

"Netback" is used to evaluate potential operating performance . . Netback is calculated as follows: (Revenue – Royalties - Operating Expenses).

Non-GAAP and other Specified Financial Measures

This news release contains financial measures commonly used in the oil and natural gas industry, including "Net Debt". These financial measures do not have any standardized meaning under IFRS ‎‎and therefore may not be comparable to similar measures presented by other companies. Readers are cautioned that these ‎‎non-IFRS measure should not be construed as an alternative to other measures of financial performance calculated in ‎‎accordance with IFRS. These non-IFRS measures provides additional information that Management believes is meaningful ‎‎in describing the Company's operational performance, liquidity and capacity to fund capital expenditures and other ‎‎activities. Management believes that the presentation of these non-IFRS measures provide useful information to investors ‎‎and shareholders as the measures provide increased transparency and the ability to better analyze performance against ‎‎prior periods on a comparable basis.‎

"Adjusted funds flow" The Company considers adjusted funds flow to be a key capital management measure as it demonstrates the Company's ability to generate required funds to manage production levels and fund future capital investment. The Company calculates adjusted funds flow as adjusted EBITDA less net interest and adjusting for decommissioning expenditures incurred.

"EBITDA" is a non-GAAP financial measure and may not be comparable with similar measures presented by other companies. EBITDA is used as an alternative measure of profitability and attempts to represent the cash profit generated by the Company's operations. The most directly comparable GAAP measure is cash flow from (used in) operating activities. EBITDA is calculated as cash flow from (used in) operating activities, adding back changes in non-cash working capital, decommissioning obligation expenditures and interest expense.

"Funds Flow from Operations" is calculated as cash flow from (used in) operating activities before changes in working capital and long-term accounts payable.

‎"Net Debt" represents the carrying value of the Company's debt instruments, including outstanding deferred acquisition ‎payments, net of Adjusted working capital. The ‎Company uses Net Debt as an alternative to total outstanding debt as ‎Management believes it provides a more accurate ‎measure in assessing the liquidity of the Company. The Company believes ‎that Net Debt can provide useful information ‎to investors and shareholders in understanding the overall liquidity of the ‎Company.

SOURCE Fiddlehead Resources Corp.