Olive Resource Capital Announces $3.3 Million Non-Brokered Private Placement Offering

Offering Structure and Pricing

The private placement is structured as a non-brokered offering consisting of 30,000,000 common shares priced at $0.11 each, targeting total gross proceeds of $3,300,000 if fully subscribed. This structure aligns with Olive Resource Capital’s strategy as a resource-focused merchant bank and investment firm.

The closing date is projected for on or about August 7, 2026, contingent upon receipt of all necessary regulatory approvals, including from the TSX Venture Exchange. The company may pay finder's fees to eligible parties in accordance with TSXV policies and applicable securities laws, though no commitments or estimates have been disclosed.

Eligible Participants and Shareholder Exemption

The offering is conducted under multiple prospectus exemptions in Canadian securities law, primarily the "existing security holder" exemption under Ontario Securities Commission Rule 45-501 and similar provisions across most Canadian provinces and territories, excluding Newfoundland and Labrador. The "accredited investor" exemption under National Instrument 45-106 also applies.

Shareholders recorded as of July 20, 2026 (the Record Date) are eligible to participate as "Existing Shareholders" regardless of accredited investor status. Participation under this exemption requires shareholders to be on record at the Record Date and remain shareholders through closing, purchase securities for their own account, and observe a $15,000 subscription limit per 12-month period. An exception allows shareholders to exceed this limit if they obtain suitability advice from a registered investment dealer and provide dealer details to the company.

Subscription Minimums and Oversubscription Management

The minimum subscription is set at $5,500 or 50,000 common shares, whichever is less restrictive, applicable to participants using exemptions. The announcement does not specify maximum allocations for institutional or non-insider participants using the accredited investor exemption.

Management reserves discretion to manage oversubscriptions, including rejecting timely subscriptions if the offering is oversubscribed. To encourage broad shareholder participation, management may reduce large subscriptions under the existing security holder exemption in favor of smaller ones.

Insider Participation and Related Party Transaction Details

Certain directors and officers ("Insiders") may participate, constituting a related party transaction under Multilateral Instrument 61-101. The company plans to rely on exemptions from formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101.

These exemptions apply because insider participation is not expected to exceed 25% of the company’s market capitalization. All insider purchases require approval by disinterested directors and will be conducted on market terms fair to security holders. No special committee is anticipated. A material change report will be filed, potentially fewer than 21 days before closing, as insider participation details may be finalized shortly before closing.

Use of Proceeds

The $3,300,000 gross proceeds will be allocated for general corporate and working capital purposes. No detailed breakdown of capital deployment, project timelines, or strategic initiatives is provided. Investors seeking further details should consult future disclosures or company management.

Outstanding Shares and Dilution Impact

As of July 22, 2026, Olive Resource Capital has 107,207,209 common shares outstanding, including treasury shares pending cancellation. The issuance of 30,000,000 new shares represents approximately 21.9% dilution on a fully diluted basis, assuming the offering closes as planned with no additional share issuances.

This dilution is significant for existing shareholders and should be considered when evaluating ownership and earnings per share impact. The announcement does not disclose any outstanding anti-dilution rights, warrants, or other securities that could cause further dilution post-closing.

Four-Month Hold Period on Issued Securities

All securities issued under this offering will be subject to a four-month-and-one-day hold period from issuance, per Canadian securities law. This restricts trading or selling of shares during this timeframe and represents a liquidity consideration for investors.

No information is provided regarding exemptions from the hold period or any regulatory relief such as management cease-trade orders affecting trading.

Regulatory Approvals and Closing Conditions

The offering’s completion depends on obtaining all required regulatory approvals, especially from the TSX Venture Exchange. No timeline for TSXV review or confirmation of submission has been disclosed. Typically, TSXV reviews for non-brokered offerings range from two to six weeks.

If approvals are not granted, the offering will not proceed and subscribers will not receive securities. No preliminary TSXV feedback or concerns have been disclosed.

U.S. Distribution Restrictions

The announcement specifies that the offering is intended solely for Canadian distribution and is not for U.S. newswire services or dissemination. The securities have not been and will not be registered under the U.S. Securities Act of 1933 or state securities laws.

Offering securities cannot be sold or offered in the U.S. or to U.S. persons unless an exemption applies. This standard restriction complies with cross-border securities regulations. U.S.-resident shareholders should seek legal and tax advice before participating.

About Olive Resource Capital Inc.

Olive Resource Capital Inc. is a resource-focused merchant bank and investment company holding a portfolio of public and private securities primarily in natural resource companies at various development stages, from exploration to production. It operates as an investment vehicle rather than an operating company.

The proceeds from this offering will support its merchant banking and investment activities. Detailed information on portfolio composition, investment performance, or strategy is not included here. Interested investors should review the company’s latest financial statements and management discussion and analysis available on SEDAR+.