Olive Resource Capital Inc. — Proxy Solicitation & Information Statement 2023

Jun 12, 2023

OLIVE RESOURCE CAPITAL INC. (the "Corporation")

==> picture [157 x 53] intentionally omitted <==

Form of Proxy ("Proxy")

Record Date: May 26, 2023

Control Number:

Meeting Date: July 12, 2023 Proxy Deadline: July 10, 2023 Shares to Vote:

****************** The Corporation is holding its Annual General and Special Meeting of shareholders (the "Meeting") on July 12, 2023, at 11:00a.m (EDT), at 130 King Street West, Suite 3680, Toronto, Ontario M5X 1B1

Please vote your shares prior to the Proxy Deadline listed above using one of the following options:

1. Completing, dating, and signing the enclosed Proxy and returning it to the Company’s transfer agent, Marrelli, by fax in North America at 416-360-7812; or

2. By emailing info@marrellitrust.ca; or

3. By mail or hand delivery at Marrelli Trust Company Limited, c/o Marrelli Transfer Services Corp., 82 Richmond Street East, Toronto, Ontario M5C 1P1 Canada; or

5. Using the internet through the website of Marrelli at www.voteproxy.ca.

**************** Appointment of Proxy:**

The undersigned hereby appoints Samuel Pelaez, Chief Executive Officer, whom failing, Derek Macpherson, Chairman, or instead of any of them, the following appointee:

Please Print Name of Appointed Proxy

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below. If you wish to attend the Meeting and vote your shares thereat, please print your name in the box provided

Resolutions to be approved at the Meeting:

Please see following page for voting instructions

==> picture [302 x 194] intentionally omitted <==

----- Start of picture text -----

For Withhold
of the Corporation for the ensuing year
For Withhold
For Against
----- End of picture text -----

1. Appointment of Auditors

To appoint McGovern Hurley LLP, Chartered Accountants as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration.

2. Election of Directors

• (a) Derek Macpherson (b) Samuel Pelaez

• (c) Jeffrey Singer (d) David Regan (e) Evelyn Foo

3. Stock Option Plan

To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve, for the ensuing year, the Corporation’s long-term performance incentive plan last approved by the Shareholders on October 7, 2022

This Proxy MUST BE SIGNED. This signed Proxy revokes and supersedes all previously dated and signed proxies.

Signature of Registered Holder Please Print Name Date (mm/dd/yyyy)

Proxy Voting Rules and Guidelines

NOTICE AND ACCESS

The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of delivering printed copies of proxy materials to each shareholder. This new process provides the Corporation the ability to post meeting related materials including management information circulars and financial statements and management's discussion and analysis on a website in addition to SEDAR. Under notice-and-access, proxy materials will be available for viewing up to one (1) year from the date of posting and a paper copy of the materials can be requested at any time during this period.

Disclosure regarding each matter or group of matters to be voted on is in the information circular in the section with the same title as each Resolution found on the previous page. You should review the information circular before voting.

Olive Resource Capital Inc. has elected to utilize notice-and-access and provide you with the following information:

1. Meeting materials are available electronically at

www.sedar.com and also at https://www.marrellitrust.ca/olive-notice-access2023/

2. If you wish to receive a paper copy of the proxy materials, please call 1-844-682-5888. or email info@marrellitrust.ca. In order to receive a paper copy in time to vote before the meeting, your request should be received no later than June 26, 2023.

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your shares, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the previous page. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

1. This Proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to matters identified in the Notice-and-Access Statement accompanying the Proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

2. Each securityholder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a securityholder of the Corporation.

3. To be valid, this Proxy must be signed and dated. If the Proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation.

4. To be a valid Proxy, this form must be filed using one of the voting instructions provided on Page 1 of this proxy and must be received by Marrelli Trust Company Limited before the Filing Deadline for Proxies, noted on page 1 of this Proxy, or in the case of any adjournment or postponement of the Meeting, not less than 48 business hours before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his or her discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

5. If the securityholder is a corporation, this Proxy must be executed by an officer or attorney thereof duly authorized, and the securityholder may be required to provide documentation evidencing the signatory's power to sign the Proxy.

6. For further information on the proper execution of the proxies, please visit www.stac.ca. Please refer to the Proxy Protocol.