Fiddlehead Resources Corp. — Proxy Solicitation & Information Statement 2025

Jun 19, 2025

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FIDDLEHEAD RESOURCES CORP.

NOTICE OF 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, at Suite 1200, 715 – 5th Avenue SW, Calgary, Alberta T2P 2X6, at 10:00 a.m. (Calgary Time), on July 10, 2025 for the following purposes:

1. to receive and consider the audited financial statements of the Corporation for the financial years ended December 31, 2024 and 2023 and the report of the auditor thereon;
2. to fix the number of directors of the Corporation to be elected at the Meeting at six (6);
3. to elect directors of the Corporation for the ensuing year;
4. to re-appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, 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; and
6. 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 5, 2025 (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.

In order to permit Shareholders and proxyholders to listen to the Meeting in real time, without having to attend in person, a conference call of the Meeting will be available via Microsoft Teams at https://www.microsoft.com/en/microsoft-teams/join-a-meeting (Meeting ID: 272 285 619 284 8 and Passcode: HC94Ca6y).

Shareholders will not be able to vote through the conference call; however, there will be a question and answer session following the termination of the formal business of the Meeting during which Shareholders attending the conference call can ask questions. It is the attendees' responsibility to ensure connectivity during the Meeting and the Corporation encourages its Shareholders to allow sufficient time to log in to the Meeting before it begins.

By Order of the Board of Directors

"Brent Osmond"
Brent Osmond, Executive Director