Olive Resource Capital Inc. — Proxy Solicitation & Information Statement 2024

Aug 26, 2024

o marrelli Trust Company Limited

OLIVE RESOURCE CAPITAL INC. (the "Corporation")

Form of Proxy ("Proxy")

Record Date: August 9, 2024

Control Number:

Meeting Date: September 25, 2024 Proxy Deadline: September 23, 2024

Shares to Vote:

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The Corporation is holding its Annual General and Special Meeting of shareholders (the "Meeting") on September 25, 2024, at 11:00 a.m (EDT), at 90 Adelaide St. West, Suite 802, Toronto, Ontario MSH 3V9.

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 MSC lPl Canada; or

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

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Appointment of Proxy:

The undersigned hereby appoints Samuel Pelaez, President, Director and Chief Executive Officer, whom failing, Derek Macpherson, Executive 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 adjoumment(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 adjoumment(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

1. Appointment of Auditors Withhold Ill 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 Withhold Ill (a) Derek Macpherson □ □ (b) Samuel Pelaez □ □ (c) Jeffrey Singer □ □ (d) Jacob Willoughby □ □ (e) Evelyn Foo □ □ 3. Long-Term Incentive Plan Approval Against Ill ensuing year, the Corporation's long-term performance incentive plan last approved by the Shareholders on July 12, 2023. To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve, for the □ □

2. Election of Directors

• (a) Derek Macpherson

• (b) Samuel Pelaez

• (c) Jeffrey Singer

• (d) Jacob Willoughby

• (e) Evelyn Foo

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