Olivier signs option to acquire FRP Highway 101 claims

Executive Summary

• Olivier Ventures entered a definitive option agreement to acquire 100 % of the FRP Highway 101 mining claims for $72,500 cash, 200,000 common shares and $250,000 of eligible exploration expenditures over four years.
• Concurrently the company is launching a non‑brokered private placement of up to 5 million common shares at C$0.10 per share (gross proceeds ≈ C$500,000) and a shares‑for‑debt settlement of $772,000 using up to 12,866,667 common shares at an implied price of C$0.06 per share.
• Upon closing, Olivier will rename itself Gold Vein Ventures Inc., seek graduation from the NEX to Tier 2 on TSX‑V, and grant stock options for 3 million shares at C$0.10 exercise price.

Key Details

• Option Agreement (Acquisition)
• Target: 23 contiguous claims (~471 ha) in Frecheville Township, Larder Lake mining district, Ontario (“FRP Highway 101”).
• Consideration: C$72,500 cash + 200,000 common shares + $250,000 of eligible exploration spend within four years.
• Right to accelerate option exercise by meeting the above requirements early.
• 2 % NSR payable to optionor; Olivier may purchase 1 % for a cash payment of C$500,000 at any time after exercising.

• No finders’ fees; no new insiders created upon completion.

• Trading Halt

• TSX‑V trading halted pending exchange review of the fundamental acquisition documentation (Policy 5.3, Section 5.6(d)).

• Private Placement (Equity Financing)

• Up to 5 million common shares.
• Price: C$0.10 per share.
• Gross proceeds targeted: ≈ C$500,000.
• Use of proceeds: first stage of recommended work program on FRP Highway 101 and general working capital.

• Hold period: four months + one day from issuance.

• Debt Settlement (Shares‑for‑Debt)

• Total debt to be settled: $772,000 with seven creditors (six arm’s length).
• Settlement method: issuance of up to 12,866,667 common shares at a deemed price of C$0.06 per share.

• One creditor (1691 Ventures Inc.) currently holds >10 % of Olivier’s outstanding shares; post‑settlement this stakeholder will fall below the insider threshold.

• Stock Option Plan

• Proposed grant: options to purchase an aggregate of 3 million common shares at C$0.10 exercise price.
• Term: five years, vesting immediately upon approval of a new equity compensation plan (to replace current plan).

• Recipients: directors, officers, employees and consultants.

• Corporate Rebranding

• Proposed name change to “Gold Vein Ventures Inc.” (or similar) to reflect the shift from oil & gas to mining.

• New ticker symbol to be announced after approval.

• Technical Review

• Technical content reviewed by Frank R. Ploeger, P.Geo., independent at time of release; will become a shareholder upon closing.
• NI 43‑101 technical report filed and to be made public once exchange‑approved.

Notable Quotes

“We are very pleased to have Mr. Claytens guide us in our exploration efforts moving forward in hopes of maximizing the potential of the FRP Highway 101 property. The experience that Gary brings to the team is invaluable and his knowledge in the mining sector will be a definite asset to the company.” – Harry Chew, President & CEO, Olivier Ventures Inc.