Mr. Anthony Zelen reports

1301756 B.C. LTD. (DBA) OCAL FINANCIAL AND RONIN VENTURES CORP. ENTER INTO LETTER OF INTENT TO COMPLETE QUALIFYING TRANSACTION AND LISTING ON THE TSX VENTURE EXCHANGE

Ronin Ventures Corp. and 1301756 B.C. Ltd. doing business as Ocal Financial have entered into a binding letter of intent dated Feb. 12, 2026, which outlines the terms and conditions pursuant to which Ocal Financial and Ronin will complete a transaction that will result in a reverse takeover of Ronin by Ocal Financial. The proposed transaction will not be a non-arm's-length qualifying transaction (as such term is defined in Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange corporate finance manual), and, if completed, will constitute Ronin's qualifying transaction (as such term is defined in Policy 2.4). Upon completion of the qualifying transaction, it is anticipated that the resulting issuer (as defined below) will be listed as a Tier 2 technology issuer on the exchange.

In connection with the proposed transaction, Ocal Financial and Ronin will issue a subsequent news release setting out further information contemplated in Policy 2.4.

About 1301756 B.C. Ltd., dba Ocal Financial

Ocal Financial was incorporated on April 23, 2021, pursuant to the B.C. Business Corporations Act.

Ocal Financial is a Canadian fintech company redefining how consumers access vehicle financing. Operating as a fully licensed virtual brokerage, Ocal connects borrowers, ranging from prime to deep subprime, to a nationwide network of regulated lenders through a proprietary digital platform.

The company does not carry inventory or underwrite loans. Instead, it earns commission-based revenue by brokering financing, insurance and value-added services (warranties, delivery and document prep). Management believes that this asset-light model reduces capital requirements, minimizes risk, and enables scalable expansion into new regions and verticals.

Ocal Financial currently serves clients across British Columbia and Alberta, and intends to expand into Ontario, Quebec and the U.S. market (Washington, Arizona and Nevada). The company's artificial-intelligence-powered infrastructure supports automated approvals, document generation and real-time engagement through voice agents, creating a faster, more accessible financing experience for underserved and digital-first consumers alike.

For the year ended 2025 and 2024, Ocal Financial generated revenues of $6,840,004 and $5,769,393, respectively (each unaudited). Based on Ocal Financial's unaudited financial statements for the years ended Aug. 31, 2025, Ocal Financial had total assets of $798,790, total liabilities of $2,627,441, revenues of $6,840,004 and net loss of $265,208.

About Ronin Ventures Corp.

Ronin was incorporated on Jan. 18, 2022, pursuant to the BCBCA and is a capital pool company (as defined in the manual) listed on the exchange and a reporting issuer in British Columbia and Alberta. Ronin has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in Policy 2.4 of the exchange corporate finance manual until the completion of its qualifying transaction (as defined in the policies of the exchange), Ronin will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.

Proposed transaction summary

The proposed transaction is expected to be structured as a three-cornered amalgamation pursuant to the provisions of the BCBCA, whereby Ronin will incorporate a wholly owned subsidiary under the BCBCA, which will amalgamate with Ocal Financial to form a newly amalgamated company (Amalco). In connection with the amalgamation, holders of common shares in the capital of Ocal Financial will receive common shares in the capital of the resulting issuer (as defined below) for each Ocal Financial share held immediately before the amalgamation, and the holders of warrants to purchase Ocal Financial shares will receive warrants to acquire common shares in the capital of the resulting issuer for each Ocal Financial warrant held immediately before the amalgamation.

The proposed transaction is subject to the parties entering into a definitive agreement in respect of the proposed transaction on or before March 16, 2026, or such other date as Ocal Financial and Ronin may mutually agree. Completion of the proposed transaction is also subject to a number of other customary conditions, including obtaining all necessary board, shareholder and regulatory approvals, including exchange approval. Pursuant to the proposed transaction, Ronin shall change its name to Ocal Financial Inc., or such other name as requested by Ocal Financial acting reasonably, and as may be acceptable to the exchange and regulatory authorities, and it will adopt a new stock symbol. Concurrently with the closing of the proposed transaction, the new board of directors of the resulting issuer may issue additional stock options to directors, officers, employees and consultants of the resulting issuer in accordance with the existing Ronin stock option plan, applicable exchange policies and securities laws. Upon completion of the proposed transaction, the resulting issuer will carry on the business of Ocal Financial, and Amalco will be a wholly owned subsidiary of the resulting issuer.

It is not currently anticipated that the proposed transaction will require the approval of the shareholders of Ronin as it is not a non-arm's-length qualifying transaction (as defined in Policy 2.4) or a related-party transaction pursuant to the provisions of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

Pursuant to the terms of the proposed transaction, Ronin will acquire all of the securities of Ocal Financial. As consideration for each common share of Ocal Financial, Ronin will issue the company shareholder common shares of the resulting issuer on a one-for-one basis.

Concurrent financing

Ocal Financial or one of its affiliates shall complete, prior to or concurrently with the proposed transaction, a private placement of subscription receipts or special warrants at a price of 25 cents per security for minimum aggregate gross proceeds of $1-million and up to a maximum of $2.5-million. The offering may close in one or more tranches, and shall be completed on terms acceptable to Ocal Financial, acting reasonably.

It is contemplated that the concurrent securities issued in the offering will be exchangeable or converted into units of Ocal Financial composed of common shares and warrants of Ocal Financial prior to the closing of the proposed transaction and subsequently exchanged for units of the resulting issuer upon completion of the proposed transaction.

Assuming the minimum proceeds are raised under the offering, the number of common shares of the resulting issuer that will be issued and outstanding upon completion of the proposed transaction will be approximately 33,423,404 resulting issuer shares. Assuming the maximum proceeds are raised under the offering, the number of resulting issuer shares that will be issued and outstanding upon completion of the proposed transaction will be approximately 39,423,404 resulting issuer shares.

Finders' fees may be payable in connection with the offering. No finders' fees are expected to be payable in connection with the proposed transaction.

Officers and directors

Prior to completion of the proposed transaction and subject to approval by the exchange and the filing of all required materials, it is currently expected that the board of directors of the resulting issuer will be reconstituted to comprise a slate of up to four directors, at least two directors of whom will be independent, and will be composed of the following individuals: Michael Stier, Matthew Friesen, Mehdi Moghareh and one remaining independent director to be determined by Ocal Financial.

Upon completion of the proposed transaction, the chief executive officer of the resulting issuer will be Mr. Moghareh, the chairman of the resulting issuer will be Mr. Friesen and the chief financial officer of the resulting issuer will be Terence Lee or such other persons as determined by a majority of the board of directors of the resulting issuer.

Mehdi Moghareh, director and chief executive officer

With a distinguished career spanning over 25 years, Mr. Moghareh is the co-founder of Ocal Financial. He helped transform a vision into a pioneering virtual automotive finance platform known for redefining the car buying experience.

His extensive background includes high-level roles with renowned brands such as Nissan, Mitsubishi, Volkswagen, Porsche, Infiniti, Mazda, Kia and Hyundai, where he contributed to the growth and success of multiple dealership groups, as a vice-president and dealership manager. This diverse brand experience not only showcases his comprehensive industry knowledge but also his ability to innovate and lead in a competitive landscape.

At Ocal Financial, he blends his passion for customer service with a forward-thinking approach, positioning the company as the Amazon of automotive sales. His commitment to excellence and innovation makes him a standout leader in the industry, driving Ocal Financial.

Matthew Friesen, director and chairman

Mr. Friesen is an accomplished business professional with over two decades of experience in finance, sales and strategic business development. His extensive background encompasses the successful operation and growth of an injection moulding manufacturer, Global Plastics, building the company to become the world's largest dispenser manufacturer for the paper industry until its acquisition by a major New York private equity group, as well as 15 years in the auto auction business.

Following the sale of Global Plastics, Mr. Friesen occupied various roles with Dispensing Dynamics International, including executive vice-president of worldwide sales and marketing, and consultant to the chief executive officer. He currently serves as a director and the chief executive officer of Barbizon Ventures Inc., a private equity investment firm headquartered in British Columbia, and he has served as a director and on the board of a Nasdaq-listed company. Mr. Friesen attended the University of British Columbia, and obtained a diploma in financial management, investment option (honours), from the British Columbia Institute of Technology.

It is expected that Mr. Friesen will be an insider of the resulting issuer.

Michael Stier, director

Educated in business management and finance, Mr. Stier has spent the past 20 years focused on and building expertise in the capital markets. Experienced in corporate structure, finance, business development, initial public offerings, mergers and acquisitions, and wealth management, Mr. Stier served as a CIBC IIROC licensed senior financial adviser and senior analyst for a private equity company and more recently holds executive and directorship roles with private companies and publicly listed issuers. He has consulted in industries, including mining, oil and gas, fintech, virtual reality, e-sports, health, life sciences, and biotech. Mr. Stier has acted for several public entities and currently sits on the board of Goldhaven Resources Corp.

Non-arm's-length parties

No non-arm's-length parties (as such term is defined in the manual) of Ronin have a direct or indirect beneficial interest in Ocal Financial, as set out below.

No non-arm's-length parties to Ronin are insiders (as such term is defined in the manual) of Ocal Financial.

No party or their respective associates or affiliates (as such terms are defined in the manual), is a control person (as defined in the manual) of both Ocal Financial and Ronin, and, as such, the proposed transaction will not be a non-arm's-length qualifying transaction (as defined in Policy 2.4).

There is no relationship between or among the non-arm's-length parties to Ocal Financial and the non-arm's-length parties to the qualifying transaction (as such term is defined in Policy 2.4).

Sponsorship

If no sponsorship exemption is available, the parties intend to apply to the exchange for a sponsorship waiver.

Trading in Ronin shares

Trading in Ronin Shares has been halted in compliance with the policies of the exchange. Trading in Ronin shares will remain halted pending the review of the proposed transaction by the exchange and satisfaction of the conditions of the exchange for resumption of trading. It is likely that trading in the Ronin shares will not resume prior to the closing of the proposed transaction.

Additional information

Further updates in respect of the qualifying transaction will be provided in a subsequent news release. Also, additional information concerning the qualifying transaction, Ronin, Ocal and the resulting issuer will be provided in the filing statement to be filed by the company and Ocal in connection with the qualifying transaction, which will be available in due course under the company's SEDAR+ profile. No deposits, advances or loans have been or are intended to be made in connection with the qualifying transaction.

About 1301756 B.C. Ltd. (dba) Ocal Financial

Ocal Financial is a Canadian fintech company transforming the automotive financing experience through a fully virtual, artificial-intelligence-enhanced and regulation-compliant brokerage model. Founded in 2021 and headquartered in Vancouver, B.C., Ocal replaces traditional dealership infrastructure with a technology-first, customer-centric alternative -- streamlining how Canadians finance and take delivery of their vehicles.

About Ronin Ventures Corp.

Ronin Ventures is a capital pool company (as defined in the manual) listed on the exchange and a reporting issuer in British Columbia and Alberta that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in Policy 2.4 of the exchange corporate finance manual, until the completion of its qualifying transaction (as defined in the policies of the exchange), Ronin will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.

We seek Safe Harbor.