Toronto, Ontario–(Newsfile Corp. – November 21, 2022) – Olive Resource Capital Inc. (TSXV: OC) (“Olive” or the “Company”) is pleased to announce that it has acquired, from three arm’s length vendors, all of the limited partnership units of Norvista Capital I Limited Partnership (the “LP“), an entity whose general partner is a subsidiary of Olive, for 10,373,961 common shares of Olive (the “Common Shares“). The assets of the LP include shares of Rockcliff Metals (“Rockcliff“) and Nevada Zinc (“Nevada Zinc“).

Derek Macpherson, Executive Chairman and Director stated, “We are pleased to execute another small net asset value-based acquisition, which will lead to the simplification of Olive’s corporate structure. This also benefits the unit holders, as the LP is uneconomic on a stand-alone basis and the unit holders gain exposure to a larger more diversified portfolio.”

Samuel Pelaez, President, CEO, CIO, and Director stated, “We are pleased to continue to expand our asset base in non-dilutive fashion. In addition, we are increasing our ownership in two public equities, which we are very familiar with and have been involved in their recent advancement.”

Benefits of the Transaction

Acquiring Known Assets – The primary assets in the LP are shares of Rockcliff and Nevada Zinc, which Olive already has significant investments. Derek Macpherson, Executive Chairman and Director of Olive is also a Director of Rockcliff. Note that since Olive was the manager of the LP, Olive continues exercise control over the same number of shares of each company.

Simplifies Olive’s Corporate Structure – A subsidiary of Olive is the general partner of the partnership and the relatively value of the assets held by the LP did not justify the time commitment. The completion of this transaction will allow Olive to eventually wind-up the structure.

Valuation

The number of Common Shares to be issued is based on the value of the acquired public and working capital of the LP adjusted for the liquidity of the acquired equities. The Common Shares to be issued as consideration for the LP units being acquired have a market value based on Olive’s 20-day VWAP of $315,368.

Assets Acquired

The LP’s assets consist of 10,380,952 shares of Rockcliff and 7,632,407 shares of Nevada, along with $34,357.82 in cash. The market value of the LP’s assets, based on Rockcliff and Nevada Zinc’s 20-day VWAP, is $718,133.

Olive is at arm’s length to each of the three vendors of the units in the LP and the transaction constitutes an Expedited Acquisition in accordance with Policy 5.3 of the TSX Venture Exchange (the “TSXV“).

This transaction remains subject to final approval from the TSXV.

About Olive Resource Capital Inc. (formerly Norvista Capital Corp):

Olive is a resource-focused merchant bank and investment company with a portfolio of publicly listed and private securities. The Company’s assets consist primarily of investments in natural resource companies in all stages of development.

For further information, please contact:

Derek Macpherson, Executive Chairman at [email protected] or by phone at (416) 294-6713 or Samuel Pelaez, President, CEO & CIO at [email protected] or by phone at (202) 677-8513. Olive’s website is located at www.olive-resource.com.

Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way approved nor disapproved the information contained herein.

Cautionary Note Regarding Forward-Looking Statements: This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should”, “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements.

This news release includes forward-looking statements that are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that could cause the actual results of Olive to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements contained in this news release, other than statements of historical fact, are to be considered forward-looking. Although Olive believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to: past success or achievement does not guarantee future success; negative investment performance; downward market fluctuations; downward fluctuations in commodity prices and changes in the prices of commodities in general; uncertainties relating to the availability and costs of financing needed in the future; interest rate and exchange rate fluctuations; changes in economic and political conditions that could negatively affect certain commodity prices; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains; and those risks set out in the Company’s public documents filed on SEDAR. Accordingly, readers should not place undue reliance on forward-looking information. Olive does not undertake to update any forward-looking information except in accordance with applicable securities laws.

This commentary is provided for general informational purposes only and does not constitute financial, investment, tax, legal or accounting advice nor does it constitute an offer or solicitation to buy or sell any securities referred to. The information provided in this recording has been obtained from sources believed to be reliable and is believed to be accurate at the time of publishing but we do not represent that it is accurate or complete and it should not be relied upon as such.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/145014