Toronto, Ontario--(Newsfile Corp. - July 22, 2026) - Olive Resource Capital Inc. (TSXV: OC) ("Olive Resource Capital" or the "Corporation") is pleased to announce that it intends to complete a non-brokered private placement for gross proceeds of $3,300,000 (the "Offering").

The Offering will consist of the sale of 30,000,000 common shares of the Corporation (the "Common Shares") at a price of $0.11 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 August 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 ("TSXV"). The Corporation may pay finder's fees to eligible finders in connection with the Offering in accordance with the policies of the TSXV 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 (the "Insiders") 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 ("MI 61-101"). 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 percent 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 less 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 security holders 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 security holder" exemption under OSC Rule 45-501 - Ontario Prospectus and Registration Exemptions and analogous provisions in all Provinces and Territories of Canada except Newfoundland and Labrador (the "Existing Security Holder Exemption"), as well as the "accredited investor" exemption under National Instrument 45-106 - Prospectus and Registration Exemptions.

Pursuant to the Existing Security Holder Exemption, the Offering is available to all shareholders of the Corporation who were shareholders as of July 20, 2026 (the "Record Date") and continue to be shareholders of the Corporation through closing of the Offering (each, an "Existing Shareholder"), 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 Security Holder Exemption, however other exemptions may still be available to them. Shareholders who became shareholders after the Record Date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption.

There are conditions and restrictions when relying upon the Existing Security Holder 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, i.e. 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 twelve-month period. There is one exception to the Existing Security Holder Exemption's $15,000 subscription limit: if an Existing Shareholder wishes to purchase more than $15,000 of securities from the Corporation, it may do so provided it 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 30,000,000 Common Shares, for maximum aggregate gross proceeds of approximately $3,300,000, pursuant to the Existing Security Holder Exemption under the Offering. If the Offering is over-subscribed, 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 to smaller subscriptions pursuant to the Existing Security Holder 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 (see contact information below) or legal counsel to the Corporation, Peterson McVicar LLP, attention: Zachary Wallace (E: zwallace@petelaw.com. T: 647-725-9725).

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

As of the date of this release Olive Resource Capital Inc. has 107,207,209 Common Shares outstanding inclusive of any shares held in treasury pending cancellation.

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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Statements: This press release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "believes", "anticipates", "expects", "is expected", "scheduled", "estimates", "pending", "intends", "plans", "forecasts", "targets", or "hopes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "will", "should", "might", "will be taken", or "occur" and similar expressions) are not statements of historical fact and may be forward-looking statements.

This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Olive to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking, including, without limitation, statements concerning Olive's intended future disclosure practices. Although Olive believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to: past success or achievement does not guarantee future success; negative investment performance; downward market fluctuations; downward fluctuations in commodity prices and changes in the prices of commodities in general; uncertainties relating to the availability and costs of financing needed in the future; interest rate and exchange rate fluctuations; changes in economic and political conditions that could negatively affect certain commodity prices; and those risks set out in the Company's public documents filed on SEDAR+. Accordingly, readers should not place undue reliance on forward-looking information. Olive does not undertake to update any forward-looking information except in accordance with applicable securities laws.

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