/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO
U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY,
AB, Sept. 16, 2024 /CNW/ - Fiddlehead
Resources Corp. ("Fiddlehead" or the "Company") is
pleased to announce that it has completed the continuance of the
Company to the Province of Alberta
under the Business Corporation's Act (Alberta) from the Province of British Columbia under the Business
Corporations Act (British
Columbia) (the "Continuance") and the adoption of new
articles of continuance effective as of September 12, 2024 (the "Articles"). The
Continuance was approved by the shareholders at the Annual General
and Special Meeting of Shareholders held on July 31, 2024. Copies of the certificate of
continuance and the Articles will be filed under the Company's
profile at www.sedarplus.ca. Shareholders are not required to take
any action in connection with the continuance.
Early Warning Report
As a result of the number of voting common shares of the Company
issued and outstanding subsequent to the recent financings, each of
Brent Osmond, 2578218 Ontario Ltd.,
L5 Capital Inc., and Jason Goldman Professional Corp. (the
"Early Warning Shareholders") have ceased to be 10% holders
of the common shares of the Company as of August 29, 2024. Each of the Early Warning
Shareholders has filed an early warning report (collectively, the
"Reports") regarding their share holdings in the
Company.
Immediately before the Financings, Brent
Osmond owned or controlled, directly or indirectly, 833,334
common shares, representing approximately 12.0% of all of the
issued and outstanding common shares. Immediately following the
Financings, Brent Osmond now owns or
controls, directly or indirectly, 1,208,334 common shares,
representing approximately 2.0% of all of the issued and
outstanding common shares.
Immediately before the Financings, 2578218 Ontario Ltd. owned or
controlled, directly or indirectly, 892,760 common shares,
representing approximately 12.9% of all of the issued and
outstanding common shares. Immediately following the Financings,
2578218 Ontario Ltd. now owns or controls, directly or indirectly,
892,760 common shares, representing approximately 1.5% of all of
the issued and outstanding common shares.
Immediately before the Financings, L5 Capital Inc. owned or
controlled, directly or indirectly, 764,286 common shares,
representing approximately 11.0% of all of the issued and
outstanding common shares. Immediately following the Financings, L5
Capital Inc. now owns or controls, directly or indirectly, 764,286
common shares, representing approximately 1.3% of all of the issued
and outstanding common shares.
Immediately before the Financings, Jason Goldman Professional
Corp. owned or controlled, directly or indirectly, 764,286 common
shares, representing approximately 11.0% of all of the issued and
outstanding common shares. Immediately following the Financings,
Jason Goldman Professional Corp. now owns or controls, directly or
indirectly, 764,286 common shares, representing approximately 1.3%
of all of the issued and outstanding common shares.
The Early Warning Shareholders may increase or reduce their
investment in the Company according to market conditions or other
relevant factors. For further details, please see the Report, which
was filed in accordance with applicable securities laws, a copy of
which is available under the Company's profile on the SEDAR+
website at www.sedarplus.ca, or may be obtained from Brent Osmond by contacting (403) 999-8511.
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 Company's continuation and reduced
number of shares owned by various shareholders. 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 the receipt of all required TSXV
and regulatory approvals and exemptions (as applicable). 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 news 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.
SOURCE Fiddlehead Resources Corp.