Subject: OLIVIER VENTURES NEWS RELEASE
Word Document
File: '\\swfile\EmailIn\20260317 120306 Attachment 17Mar2026Reactivation(5586243.13).doc'
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OLIVIER VENTURES INC.
2nd Floor - 820 West Broadway
Vancouver, British Columbia V5Z 1J8
Telephone: 604-689-2646
PRESS RELEASE NEX: OVL.H
FOR IMMEDIATE DISTRIBUTION
Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
OLIVIER VENTURES EXECUTES OPTION AGREEMENT TO ACQUIRE FRP HIGHWAY 101 CLAIMS TO PURSUE REACTIVATION ONTO TSXV VENTURE EXCHANGE; ALSO ANNOUNCES SHARE FINANCING AND DEBT SETTLEMENT
Vancouver, BC - March 17, 2026 - Olivier Ventures Inc. (the "Company" or "Olivier") (NEX: OVL.H) is pleased to announce that it has entered into a Definitive Option Agreement (the "Agreement") dated March 16, 2026 (the "Effective Date") to acquire a 100% interest in 23 contiguous mining claims (the "Property") totaling approximately 471 hectares from the individual who is the registered owner of the claims comprising the Property (the "Optionee"), and who is at arm's length to the Company. The claims are located in the Frecheville Township within the Larder Lake Mining division of Ontario and are known as the "FRP Highway 101" claims.
Trading in the Company's stock has been halted as the Agreement constitutes a "Fundamental Acquisition" for Olivier (the "Acquisition") and will remain halted pending receipt and review of acceptable documentation pursuant to section 5.6(d) of Policy 5.3 of the TSX Venture Exchange (the "Exchange") regarding a Fundamental Acquisition. Closing of the Acquisition will not require shareholder approval but is subject to the approval of the Exchange (the "Approval"). Upon completion of the Acquisition, it is expected that the Company will graduate from the NEX to trading on Tier 2 of the Exchange. No new insiders will result from completion of the Acquisition.
Under the terms of the Agreement, in order for the Company to acquire 100% interest in the Property it must pay a total of $72,500 in cash, issue a total of 200,000 common shares of the Company (the "Shares") and incur a total of $250,000 in eligible exploration expenditures on the Property over a four-year period following the date of Approval. The Company has the right but not the obligation to accelerate the exercise of the Option by meeting the above requirements on an expedited basis. There are no finder's fees associated with the Acquisition.
Additionally, the Property will be subject to a 2% NSR (Net Smelter Returns) in favour of the Optionor, of which the Company has an irrevocable right to purchase 1% at any time after the option has been exercised for a cash payment of $500,000.
ABOUT FRP HIGHWAY 101 CLAIMS
The FRP Hwy 101 Gold Property consists of 23 contiguous claims in central Frecheville Township numbered 543788- 543810 nestled in the midst of the prolific mining camps of Timmins, located approximately 120km to the west, Kirkland Lake, which lies 52km to the southwest, and, Rouyn- Noranda, about 60km to the southeast of the property. The FRP Gold Property adjoins the Agnico Eagle (formerly Kirkland Lake Gold Inc) property which hosts the former producing Holt and Holloway Mines. The following map provides a detailed location of the Property:
According to regional geological mapping carried out by the Ontario Geological Survey (Ayer, Berger & Trowell, 1999), the North Branch of the Porcupine Destor Deformation Zone (PDDZ) is projected through the centre of the Property. There are outcrop exposures in the north and south portions of the Property but the central area through which the PDDZ is projected is extensively covered with glacial sand and clay.
The technical content of this release has been reviewed and approved by Frank R. Ploeger, P.Geo, the owner of the Property. Mr. Ploeger is currently independent from the Company, but will become a shareholder of the Company on closing of the Acquisition. A technical report under National Instrument 43-101 prepared on the Property (the "Report") has been filed and will be made public once approved by the Exchange.
On closing of the transaction, the Company has agreed to retain Mr. Gary Claytens as an exploration consultant. Mr. Claytens holds a Bachelors Degree in Economics from the University of British Columbia and is a former registered representative with Yorkton Securities Inc. who has a wealth of knowledge in both the mining and oil and gas industries. In 2017, Mr. Claytens was on the board of directors of Vanstar Mining Resources Inc. (TSX - VSR) and contributed to the discovery of the Nelligan project in central Quebec in partnership with IAMGOLD (TSE/NYSE - IMG). Mr. Harry Chew, President and CEO of Olivier, stated: "We are very pleased to have Mr. Claytens guide us in our exploration efforts moving forward in hopes of maximizing the potential of the FRP Highway 101 property. The experience that Gary brings to the team is invaluable and his knowledge in the mining sector will be a definite asset to the Company."
SHARE OFFERING
Concurrently with the filing of the Agreement and the Report with the Exchange, the Company will undertake a non-brokered private placement (the "Offering") of up to 5,000,000 common shares (the "Shares") at a price of $0.10 to raise gross proceeds of $500,000. The Company intends to use the proceeds from the Offering to carry out the first stage of the recommended work program under the Report on the Property, and for general working capital purposes. All Shares issued in conjunction with the Offering will be subject to a hold period of four months and one day from their date of issuance, The Company may pay finders fees in connection with the issuance of the Shares which will be in accordance with any restrictions imposed by the Exchange.
DEBT SETTLEMENT
Concurrent with the closing of the Acquisition and the Offering, the Company also intends to close a shares for debt settlement of $772,000 of debt with seven creditors, six of whom are arm's length to the Company (the "Debt Settlement"), subject to Exchange approval. The Company proposes to settle the debt through the issuance of up to 12,866,667 common shares of the Company at a deemed price of $0.06 per share. No new insiders are expected to be created as a result of the Offering and the Debt Settlement.
One of the creditors, 1691 Ventures Inc., currently holds over 10% of the Company's current issued and outstanding common shares, and as a result the portion of the debt settlement to this creditor constitutes a related party transaction for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemption from the formal valuation requirement in MI 61-101 provided under section 5.5(b) of MI 61-101 on the basis that the Company's shares are not listed on any of the specified markets listed in MI 61-101. It is also exempt from the majority of the minority approval requirement in MI 61-101 under section 5.7(1)(a) of MI 61-101 on the basis that the fair market value of this insider's Debt Settlement is less than $2.5 million and the Debt Settlements with insiders were approved by all of the independent directors of the Company.. Following the acceptance of the Option Agreement and the closing of the Offering and the Debt Settlement, however, it is expected that this shareholder will no longer hold over 10% of the outstanding common shares and accordingly will cease to be an insider of the Company under Exchange policy.
GRANT OF STOCK OPTIONS
The Company also announces the proposed grant of stock options to directors, officers, employees and consultants of the Company under its Stock Option Plan to purchase an aggregate of 3,000,000 common shares of the Company at an exercise price of $0.10 per share for a five year term concurrent with the closing of the Acquisition, the Offering and the Debt Settlement. The Company intends to replace the Stock Option Plan with a new Equity Compensation Plan (the "Plan") to be approved by shareholders at its upcoming Annual General Meeting, and the options are proposed vest immediately on the date of approval of the new Plan.
NAME CHANGE
As a result of the Acquisition, Olivier Ventures Inc. proposes to change its name to "Gold Vein Ventures Inc." or such other name as the Company may obtain approval for to more accurately reflect its new business. A new stock ticker symbol will also be announced shortly.
ABOUT OLIVIER VENTURES INC.
Olivier Ventures Inc. was incorporated on March 25, 1981 under the laws of the province of British Columbia. On February 28, 2023, the Company changed its name from Pacific Paradym Energy Inc. to Olivier Ventures Inc.
The Company is in the process of transitioning from the oil and gas sector to exploring new business opportunities. The Company's registered address is at 2nd Floor, 820 West Broadway, Vancouver, BC, V5Z 1J8. The Company's shares trade on the TSX-V under the symbol "OVL".
For more information, please contact:
OLIVIER VENTURES INC.
Harry Chew, President, Director
Email: hchew@pacificparagon.com
Tel: (604) 689-2646
On behalf of the Board of Directors,
"Harry Chew"
Harry Chew
President & CFO
Olivier Ventures Inc.
Neither the 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 release.
*This News release contains information about other properties on which Olivier Ventures Inc. has no right to explore or mine. Readers are cautioned that mineral deposits on other properties are not indicative of mineral deposits on the Company's proposed Property.
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of Canadian securities legislation. Such forward-looking statements concern, without limitation: the completion of the transaction announced, the Offering and the debt settlement as well as the anticipated use of proceeds therefrom. Such forward-looking statements or information are based on a number of assumptions, which may prove to be incorrect. Assumptions have been made regarding, among other things: conditions in general economic and financial markets; timing and amount of capital expenditures; performance of services required by the Company; future operating costs; and the receipt of regulatory approvals. The actual results could differ materially from those anticipated in these forward-looking statements as a result of risk factors, including regulatory risks; unanticipated costs and expenses; availability of funds; failure to receive required regulatory approvals; market prices;, and general market conditions. Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward-looking statements included in this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.
PDF Document
File: Attachment 17Mar2026Reactivation(5586243.13).pdf
OLIVIER VENTURES INC.
2nd Floor 820 West Broadway
Vancouver, British Columbia V5Z 1J8
Telephone: 604-689-2646
PRESS RELEASE NEX: OVL.H
FOR IMMEDIATE DISTRIBUTION
Not for distribution to United States newswire services or for release publication, distribution or
dissemination directly, or indirectly, in whole or in part, in or into the United States.
OLIVIER VENTURES EXECUTES OPTION AGREEMENT TO ACQUIRE FRP HIGHWAY
101 CLAIMS TO PURSUE REACTIVATION ONTO TSXV VENTURE EXCHANGE; ALSO
ANNOUNCES SHARE FINANCING AND DEBT SETTLEMENT
Vancouver, BC March 17, 2026 Olivier Ventures Inc. (the "Company" or "Olivier") (NEX:
OVL.H) is pleased to announce that it has entered into a Definitive Option Agreement (the
"Agreement") dated March 16, 2026 (the "Effective Date") to acquire a 100% interest in 23 contiguous
mining claims (the "Property") totaling approximately 471 hectares from the individual who is the
registered owner of the claims comprising the Property (the "Optionee"), and who is at arm's length to
the Company. The claims are located in the Frecheville Township within the Larder Lake Mining
division of Ontario and are known as the "FRP Highway 101" claims.
Trading in the Company's stock has been halted as the Agreement constitutes a "Fundamental
Acquisition" for Olivier (the "Acquisition") and will remain halted pending receipt and review of
acceptable documentation pursuant to section 5.6(d) of Policy 5.3 of the TSX Venture Exchange (the
"Exchange") regarding a Fundamental Acquisition. Closing of the Acquisition will not require
shareholder approval but is subject to the approval of the Exchange (the "Approval"). Upon completion
of the Acquisition, it is expected that the Company will graduate from the NEX to trading on Tier 2 of the
Exchange. No new insiders will result from completion of the Acquisition.
Under the terms of the Agreement, in order for the Company to acquire 100% interest in the Property it
must pay a total of $72,500 in cash, issue a total of 200,000 common shares of the Company (the
"Shares") and incur a total of $250,000 in eligible exploration expenditures on the Property over a four-
year period following the date of Approval. The Company has the right but not the obligation to
accelerate the exercise of the Option by meeting the above requirements on an expedited basis. There are
no finder's fees associated with the Acquisition.
Additionally, the Property will be subject to a 2% NSR (Net Smelter Returns) in favour of the Optionor,
of which the Company has an irrevocable right to purchase 1% at any time after the option has been
exercised for a cash payment of $500,000.
ABOUT FRP HIGHWAY 101 CLAIMS
The FRP Hwy 101 Gold Property consists of 23 contiguous claims in central Frecheville Township
numbered 543788- 543810 nestled in the midst of the prolific mining camps of Timmins, located
approximately 120km to the west, Kirkland Lake, which lies 52km to the southwest, and, Rouyn-
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Noranda, about 60km to the southeast of the property. The FRP Gold Property adjoins the Agnico Eagle
(formerly Kirkland Lake Gold Inc) property which hosts the former producing Holt and Holloway Mines.
The following map provides a detailed location of the Property:
According to regional geological mapping carried out by the Ontario Geological Survey (Ayer, Berger &
Trowell, 1999), the North Branch of the Porcupine Destor Deformation Zone (PDDZ) is projected
through the centre of the Property. There are outcrop exposures in the north and south portions of the
Property but the central area through which the PDDZ is projected is extensively covered with glacial
sand and clay.
The technical content of this release has been reviewed and approved by Frank R. Ploeger, P.Geo, the
owner of the Property. Mr. Ploeger is currently independent from the Company, but will become a
shareholder of the Company on closing of the Acquisition. A technical report under National Instrument
43-101 prepared on the Property (the "Report") has been filed and will be made public once approved by
the Exchange.
On closing of the transaction, the Company has agreed to retain Mr. Gary Claytens as an exploration
consultant. Mr. Claytens holds a Bachelors Degree in Economics from the University of British
Columbia and is a former registered representative with Yorkton Securities Inc. who has a wealth of
knowledge in both the mining and oil and gas industries. In 2017, Mr. Claytens was on the board of
directors of Vanstar Mining Resources Inc. (TSX VSR) and contributed to the discovery of the Nelligan
project in central Quebec in partnership with IAMGOLD (TSE/NYSE IMG). Mr. Harry Chew,
President and CEO of Olivier, stated: "We are very pleased to have Mr. Claytens guide us in our
exploration efforts moving forward in hopes of maximizing the potential of the FRP Highway 101
property. The experience that Gary brings to the team is invaluable and his knowledge in the mining
sector will be a definite asset to the Company."
59075-4\#5586243v13
SHARE OFFERING
Concurrently with the filing of the Agreement and the Report with the Exchange, the Company will
undertake a non-brokered private placement (the "Offering") of up to 5,000,000 common shares (the
"Shares") at a price of $0.10 to raise gross proceeds of $500,000. The Company intends to use the
proceeds from the Offering to carry out the first stage of the recommended work program under the
Report on the Property, and for general working capital purposes. All Shares issued in conjunction with
the Offering will be subject to a hold period of four months and one day from their date of issuance, The
Company may pay finders fees in connection with the issuance of the Shares which will be in accordance
with any restrictions imposed by the Exchange.
DEBT SETTLEMENT
Concurrent with the closing of the Acquisition and the Offering, the Company also intends to close a
shares for debt settlement of $772,000 of debt with seven creditors, six of whom are arm's length to the
Company (the "Debt Settlement"), subject to Exchange approval. The Company proposes to settle the
debt through the issuance of up to 12,866,667 common shares of the Company at a deemed price of $0.06
per share. No new insiders are expected to be created as a result of the Offering and the Debt Settlement.
One of the creditors, 1691 Ventures Inc., currently holds over 10% of the Company's current issued and
outstanding common shares, and as a result the portion of the debt settlement to this creditor constitutes a
related party transaction for the purposes of Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemption
from the formal valuation requirement in MI 61-101 provided under section 5.5(b) of MI 61-101 on the
basis that the Company's shares are not listed on any of the specified markets listed in MI 61-101. It is
also exempt from the majority of the minority approval requirement in MI 61-101 under section 5.7(1)(a)
of MI 61-101 on the basis that the fair market value of this insider's Debt Settlement is less than $2.5
million and the Debt Settlements with insiders were approved by all of the independent directors of the
Company.. Following the acceptance of the Option Agreement and the closing of the Offering and the
Debt Settlement, however, it is expected that this shareholder will no longer hold over 10% of the
outstanding common shares and accordingly will cease to be an insider of the Company under Exchange
policy.
GRANT OF STOCK OPTIONS
The Company also announces the proposed grant of stock options to directors, officers, employees and
consultants of the Company under its Stock Option Plan to purchase an aggregate of 3,000,000 common
shares of the Company at an exercise price of $0.10 per share for a five year term concurrent with the
closing of the Acquisition, the Offering and the Debt Settlement. The Company intends to replace the
Stock Option Plan with a new Equity Compensation Plan (the "Plan") to be approved by shareholders at
its upcoming Annual General Meeting, and the options are proposed vest immediately on the date of
approval of the new Plan.
NAME CHANGE
As a result of the Acquisition, Olivier Ventures Inc. proposes to change its name to "Gold Vein Ventures
Inc." or such other name as the Company may obtain approval for to more accurately reflect its new
business. A new stock ticker symbol will also be announced shortly.
ABOUT OLIVIER VENTURES INC.
59075-4\#5586243v13
Olivier Ventures Inc. was incorporated on March 25, 1981 under the laws of the province of British
Columbia. On February 28, 2023, the Company changed its name from Pacific Paradym Energy Inc. to
Olivier Ventures Inc.
The Company is in the process of transitioning from the oil and gas sector to exploring new business
opportunities. The Company's registered address is at 2nd Floor, 820 West Broadway, Vancouver, BC,
V5Z 1J8. The Company's shares trade on the TSX-V under the symbol "OVL".
For more information, please contact:
OLIVIER VENTURES INC.
Harry Chew, President, Director
Email: hchew@pacificparagon.com
Tel: (604) 689-2646
On behalf of the Board of Directors,
"Harry Chew"
Harry Chew
President & CFO
Olivier Ventures Inc.
Neither the 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 release.
*This News release contains information about other properties on which Olivier Ventures Inc. has no right to
explore or mine. Readers are cautioned that mineral deposits on other properties are not indicative of mineral
deposits on the Company's proposed Property.
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of Canadian securities legislation. Such forward-looking
statements concern, without limitation: the completion of the transaction announced, the Offering and the debt settlement as well as the
anticipated use of proceeds therefrom. Such forward-looking statements or information are based on a number of assumptions, which may
prove to be incorrect. Assumptions have been made regarding, among other things: conditions in general economic and financial markets;
timing and amount of capital expenditures; performance of services required by the Company; future operating costs; and the receipt of
regulatory approvals. The actual results could differ materially from those anticipated in these forward-looking statements as a result of risk
factors, including regulatory risks; unanticipated costs and expenses; availability of funds; failure to receive required regulatory approvals;
market prices;, and general market conditions. Forward-looking statements are based on the expectations and opinions of the Company's
management on the date the statements are made. The assumptions used in the preparation of such statements, although considered
reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or
revise any forward-looking statements included in this news release if these beliefs, estimates and opinions or other circumstances should
change, except as otherwise required by applicable law.
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