Mr. Derek Macpherson reports

OLIVE RESOURCE CAPITAL INC. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $3,300,000

Olive Resource Capital Inc. intends to complete a non-brokered private placement for gross proceeds of $3.3-million.

The offering will consist of the sale of 30 million common shares of the corporation at a price of 11 cents per common share.

The corporation intends to use the proceeds of the offering for general corporate and working capital purposes.

The offering is scheduled to close on or about Aug. 7, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange. The corporation may pay finders' fees to eligible finders in connection with the offering in accordance with the policies of the TSX-V and applicable securities laws. All securities to be issued and issuable pursuant to the offering will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

It is expected that certain directors and officers of the corporation may participate in the offering. The participation of insiders in the offering will constitute a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The corporation anticipates relying on exemptions from the formal valuation and minority shareholder approval requirements applicable to the related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the securities to be acquired by the participating insiders nor the consideration to be paid by such directors and officers is anticipated to exceed 25 per cent of the corporation's market capitalization (as determined under MI 61-101). A material change report will be filed in connection with the offering, which may be filed fewer than 21 days prior to the closing of the offering as the details of the offering and the participation therein by the insiders are not likely to be settled until shortly before the closing of the offering, and the corporation deems it reasonable in the circumstances to close the offering in a timely manner. All purchases by insiders will have been approved by the disinterested directors of the corporation and will be entered into on market terms fair to securityholders of the corporation. No special committee is expected to be established in connection with the offering.

The corporation is conducting the offering pursuant to, among other prospectus exemptions, the existing securityholder exemption under Ontario Securities Commission Rule 45-501 (Ontario Prospectus and Registration Exemptions) and analogous provisions in all provinces and territories of Canada except Newfoundland and Labrador, as well as the accredited investor exemption under National Instrument 45-106 (Prospectus and Registration Exemptions).

Pursuant to the existing securityholder exemption, the offering is available to all shareholders of the corporation who were shareholders as of July 20, 2026, and continue to be shareholders of the corporation through closing of the offering, regardless of whether they otherwise qualify as accredited investors. Any person who becomes a shareholder of the corporation after the record date is not permitted to participate in the offering using the existing securityholder exemption; however, other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their professional advisers when completing their subscription form to ensure that they use the correct exemption.

There are conditions and restrictions when relying upon the existing securityholder exemption, namely, the subscriber must: (a) be a shareholder of the corporation on the record date (and remain a shareholder through closing of the offering); (b) be purchasing the common shares as a principal -- that is, for their own account and not for any other party; and (c) may not purchase more than $15,000 value of securities from the corporation in any 12-month period. There is one exception to the existing securityholder exemption's $15,000 subscription limit: If an existing shareholder wishes to purchase more than $15,000 of securities from the corporation, that shareholder may do so provided the shareholder has first received suitability advice from a registered investment dealer. In this case, the existing shareholder will be asked to confirm the registered investment dealer's identity and employer.

The corporation may distribute a maximum of 30 million common shares for maximum aggregate gross proceeds of approximately $3.3-million, pursuant to the existing securityholder exemption under the offering. If the offering is oversubscribed, it is possible that a shareholder's subscription may not be accepted by the corporation even though it is received. Additionally, in the event of an imbalance of large subscriptions compared with smaller subscriptions pursuant to the existing securityholder exemption, the management of the corporation reserves the right to reduce, in its sole discretion, large subscriptions in favour of smaller shareholder subscriptions. There is a minimum subscription amount of $5,500 or 50,000 common shares.

Any existing shareholders interested in participating in the offering should contact Samuel Pelaez or legal counsel to the corporation Peterson McVicar LLP, attention: Zachary Wallace (e-mail: zwallace@petelaw.com or telephone: 647-725-9725).

About Olive Resource Capital Inc.

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

We seek Safe Harbor.