Mr. Samuel Pelaez reports

OLIVE ANNOUNCES EXPECTED MATERIAL INCREASE TO ITS PORTFOLIO VALUE AND LIQUIDITY - HUDBAY MINERALS TO ACQUIRE ROCKCLIFF METALS

Rockcliff Metals Corp. and Hudbay Minerals Inc. have entered into a definitive agreement pursuant to which Hudbay will acquire 100 per cent of the issued and outstanding common shares of Rockcliff that it does not already own.

Under the arrangement, Rockcliff shareholders will receive 0.006776 of a Hudbay common share for each Rockcliff common share held, representing an attractive premium to Rockcliff's recent trading price. Olive Resource Capital Inc. and its subsidiaries currently hold 82,925,238 shares of Rockcliff. Based on closing prices as of June 19, 2023, the shares of Rockcliff held by Olive have an implied value of approximately $3,899,595.

Based on Olive's May 31, 2023, unaudited net asset value per share of $6,616,370, the consideration for the Rockcliff shares implies an approximate 21 per cent or $1.4-million increase in NAV from that date. Additionally, on May 31, 2023, Rockcliff represented approximately 37.6 per cent of Olive's NAV. Considering Hudbay's significantly higher trading liquidity, the liquidity of Olive's portfolio is anticipated to materially improve.

Derek Macpherson, executive chairman, stated: "When current management took over Olive (then Norvista), we identified that Rockcliff's assets had significant value, but that Rockcliff's capital structure was an issue. When I joined the board of Rockcliff, the board formalized a strategic review process, which culminated in this transaction, which we view as beneficial for Rockcliff and Olive shareholders."

Details of the arrangement

The arrangement will be implemented by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (Ontario) and will require the approval of the Ontario Superior Court of Justice (commercial list) and the approval of at least two-thirds of the votes cast by Rockcliff shareholders at a special meeting of Rockcliff shareholders, which is expected to be held in the third quarter of 2023.

In addition to the aforementioned approvals, completion of the arrangement is subject to other customary conditions and stock exchange approvals. The arrangement is expected to close in the third quarter of 2023.

As part of the arrangement, Olive and its subsidiaries, which collectively own approximately 21 per cent of the issued and outstanding Rockcliff shares, have entered into customary voting support agreements with Hudbay, pursuant to which Olive has agreed to vote its Rockcliff shares in favour of the arrangement. Rockcliff's largest shareholder, Greenstone Resources II LP, has also entered into customary voting support agreements in favour of the arrangement. Collectively, Greenstone and Olive represent approximately 65 per cent of the issued and outstanding Rockcliff shares.

About Olive Resource Capital Inc. (formerly Norvista Capital Corp.)

Olive is a resource-focused merchant bank and investment company with a portfolio of publicly listed and private securities. The company's assets consist primarily of investments in natural resource companies in all stages of development.

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