Mr. Anthony Zelen reports

RONIN VENTURES CORP. ANNOUNCES DEFINITIVE AGREEMENT WITH 1301756 B.C. LTD. (DBA) OCAL FINANCIAL FOR PROPOSED QUALIFYING TRANSACTION

Further to the news release dated Feb. 13, 2026, Ronin Ventures Corp. has entered into an amalgamation agreement dated March 25, 2026, with 1301756 B.C. Ltd. (doing business as OCAL Financial) and 1580785 B.C. Ltd. (Subco), a wholly owned subsidiary of Ronin, pursuant to which Ronin will, by way of a three-cornered amalgamation, acquire all of the issued and outstanding securities of OCAL Financial.

The transaction is subject to TSX Venture Exchange approval and is intended to constitute Ronin's qualifying transaction in accordance with TSX Venture Exchange Policy 2.4 (Capital Pool Companies).

About 1301756 B.C. Ltd. (doing business as OCAL Financial)

OCAL Financial is a Canadian fintech company redefining how consumers access vehicle financing. OCAL Financial is Canada's first fully virtual, artificial-intelligence-native licensed automotive finance platform that connects borrowers, ranging from prime to deep subprime to a nationwide network of regulated lenders through a proprietary digital platform.

OCAL Financial does not underwrite loans but earns revenues from vehicle sales, arranging vehicle financing and the sale of insurance (vehicle warranties). OCAL Financial holds limited vehicle inventory from time to time. 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 AI-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.

The transaction

Pursuant to the terms of the amalgamation agreement and subject to certain conditions, including receipt of applicable regulatory and shareholder approvals, on the closing date of the transaction, OCAL Financial will amalgamate with Subco pursuant to the provisions of the Business Corporations Act (British Columbia). The amalgamated entity (Amalco) will be a direct, wholly owned subsidiary of Ronin, upon the terms of the amalgamation agreement, and, as further detailed below, the shareholders of OCAL Financial will be issued one common share of Ronin for every one OCAL Financial common share held immediately prior to the completion of the transaction. Additionally, each warrant of OCAL Financial outstanding at the effective time will be exercisable for one common share of Ronin in accordance with the terms of the OCAL Financial warrants.

The amalgamation must be approved by special resolution of the shareholders of OCAL Financial, which will be obtained either at a meeting of OCAL Financial shareholders or by unanimous written consent and the unanimous written consent of the sole shareholder of Subco. For avoidance of doubt, the amalgamation is not anticipated to be subject to Ronin shareholder approval.

The completion of the transaction is subject to the satisfaction of certain conditions, including, but not limited to:

• The reconstitution of the board at closing to appoint each of Matthew Friesen, Mehdi Moghareh and Michael Stier to the board of directors of the company;
• Dissent rights having not been exercised by shareholders of OCAL Financial holding more than 5 per cent of the outstanding common shares;
• Approval of the OCAL Financial shareholder resolution and the Subco shareholder resolution, each approving the amalgamation;
• The completion of the concurrent financing (as defined herein);
• Receipt of all requisite regulatory, corporate, stock exchange, governmental and third party authorizations and consents, including the conditional approval of the TSX Venture Exchange of the transaction and the listing on the TSX-V of all of the shares of Ronin issuable to the shareholders of OCAL Financial pursuant to the transaction;
• There being no material action, cause of action, claim, demand, suit, investigation or other proceeding in progress, pending or threatened against or affecting any of Ronin, Subco or OCAL Financial, which involves the reasonable likelihood of any judgment or liability against any of the parties to the amalgamation agreement; and
• There being in force no prohibition at law, order or decree restraining or enjoining the consummation of the transaction.

Accordingly, there can be no assurance that the transaction will be completed on the terms proposed above or at all.

Subject to satisfaction or waiver of the conditions precedent referred to herein and contained in the amalgamation agreement, Ronin and OCAL Financial anticipate that the transaction will be completed prior to June 30, 2026.

Concurrent financing

Prior to the closing of the amalgamation, OCAL Financial will complete a private placement of subscription receipts at a price of 25 cents per subscription receipt for aggregate gross proceeds of at least $1-million and up to a maximum of $2.5-million. It is contemplated that the subscription receipts issued in the concurrent financing will be converted into units of OCAL Financial composed of one common share and one common share purchase warrant of OCAL Financial prior to the closing of the transaction. The securities issued under the concurrent financing will subsequently be exchanged for securities of the resulting issuer (as defined herein) upon completion of the transaction. Further details regarding the concurrent financing will be disclosed in a subsequent news release by Ronin and OCAL Financial.

Resulting issuer

On closing of the transaction, it is expected that Ronin (then, the resulting issuer) will issue at a minimum the following securities to OCAL Financial securityholders in exchange for the issued and outstanding securities of OCAL Financial at the closing date:

• 26,138,303 common shares to current OCAL Financial shareholders (in exchange for the same number of common shares in the authorized share structure of OCAL Financial issued and outstanding as of the date hereof);
• 5,000,001 common share purchase warrants to current OCAL Financial warrantholders, exercisable for 5,000,001 common shares of the resulting issuer at a price of 10 cents per share (in exchange for the same number of OCAL warrants issued and outstanding as of the date hereof);
• A minimum of four million common shares and up to a maximum of 10 million common shares to investors in the concurrent financing (in exchange for the common shares of OCAL Financial underlying the subscription receipts issuable pursuant to the concurrent financing);
• A minimum of four million common share purchase warrants and up to a maximum of 10 million common share purchase warrants, exercisable for a minimum of four million common shares up to a maximum of 10 million common shares at an anticipated price of 50 cents per share (in exchange for the same number of OCAL Financial warrants underlying the subscription receipts issuable pursuant to the concurrent financing); and
• 150,000 stock options to certain insiders of the resulting issuer, exercisable for 150,000 common shares at an exercise price based on the trading price of the resulting issuer shares on the TSX-V at the time of listing, subject to TSX-V corporate finance policies.

On closing of the transaction, the resulting issuer will change its name to OCAL Financial Inc. and carry on the automotive financing business conducted by OCAL Financial. Additionally, the resulting issuer shares will be listed under a new trading symbol, and the resulting issuer anticipates meeting the TSX-V's initial listing requirements for a Tier 2 technology issuer.

Board and management

Upon completion of the transaction, it is expected that the board of directors and management of the resulting issuer will consist of Mr. Friesen, Mr. Stier, Mr. Moghareh and Rob Birmingham, an existing director of Ronin. All current directors and officers of Ronin, other than Mr. Birmingham, will resign at the closing of the transaction.

Mr. Birmingham has over 15 years of capital market experience, with a focus on corporate development, mergers and acquisitions, go-public transactions, and capital raising. Mr. Birmingham is the former president and chief executive officer of Pace Metals Inc. (Total Metals Corp.), director of Bigg Digital Assets, and president and chief executive officer of Goldhaven Resources Corp. Mr. Birmingham is the president of investor relations company Benaterra Communications Inc. and has been on the board of numerous TSX-V, Canadian Securities Exchange and Chicago Board Options Exchange listed companies. Mr. Birmingham was previously the president of Boa Gold Corp., which was acquired by Goldhaven in January of 2025. Mr. Birmingham holds a BBA from Capilano University.

For further details and biographies of the other expected directors and officers of the resulting issuer, see the news release of the company dated Feb. 13, 2026.

Non-arm's-length parties

No non-arm's-length parties (as such term is defined in the TSX-V policies) of Ronin have a direct or indirect beneficial interest in OCAL Financial.

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

No party or their respective associates or affiliates (as such terms are defined in the TSX-V policies) are control persons (as defined in the TSX-V policies) 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 TSX-V 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 TSX-V Policy 2.4).

Filing statement

In connection with the transaction and pursuant to the requirements of the TSX-V, Ronin will file a filing statement on its issuer profile on SEDAR+, which will contain details regarding the transaction, Ronin, OCAL Financial and the resulting issuer.

Completion of the transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

About Ronin Ventures Corp.

Ronin Ventures is a capital pool company (as defined in the TSX-V policies) 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 TSX-V policies, 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.