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

Aug 26, 2024

o marrelli Trust Company Limited

OLIVE RESOURCE CAPITAL INC. (the "Corporation")

Voting Instruction Form ("VIF")

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 M5H 3V9.

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

1. Online at www.voteproxy.ca and by registering using your control number provided above;

2. By fax by sending your voting instructions to 416-360-7812 ; or

3. By email by emai1ing info@marrellitrust.ca; or

4. By returning the completed proxy form via lettermail to Marrelli Trust Company Limited, c/o Marrelli Transfer Services Corp. 82 Richmond Street

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

The undersigned hereb7 appoints Samuel Pelaez, President, Director and Chief Executive Officer, whom failing, Derek Macpherson, Executive Chairman, or instead o any of the�m_ ,th_e _f _ol_lo_w_in�-a�o_in_te_e:: _____ �

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:

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1. Appointment of Auditors Withhold 11111 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. □ □ Withhold 2. Election of Directors 11111 (a) Derek Macpherson □ □ (b) Samuel Pelaez □ □ (c) Jeffrey Singer □ □ (d) Jacob Willoughby □ □ (e) Evelyn Foo □ □ 3. Long-Term Incentive Plan Approval Against 11111 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 July 12, 2023. □ □

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) Jacob Willoughby

(e) Evelyn Foo

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