Mr. Anthony Zelen reports

RONIN VENTURES CORP. ANNOUNCES CONDITIONAL ACCEPTANCE BY THE TSX-V OF PREVIOUSLY ANNOUNCED QUALIFYING TRANSACTION WITH 1301756 B.C. LTD. (DBA) OCAL FINANCIAL AND TRANSACTION UPDATE

Ronin Ventures Corp. has received conditional approval from the TSX Venture Exchange in respect of its previously announced qualifying transaction (as such term is defined in Policy 2.4 of TSX-V policies), pursuant to which Ronin intends to, by way of a three-cornered amalgamation, acquire all of the issued and outstanding securities of 1301756 B.C. Ltd. (doing business as OCAL Financial) under an amalgamation agreement dated March 25, 2026, among Ronin, OCAL Financial and 1580785 B.C. Ltd. (Subco).

Amendment to the amalgamation agreement

Ronin, OCAL Financial and Subco have entered into an amendment to the amalgamation agreement dated effective June 25, 2026, pursuant to which the parties have agreed to extend the outside date of the amalgamation agreement until July 14, 2026.

Conditional approval of the TSX-V

The company received conditional approval of the transaction from the TSX-V on June 25, 2026. The parties are continuing to work diligently towards finalizing all necessary regulatory filings.

Concurrent financing

The company is also pleased to provide an update on the previously announced private placement of OCAL Financial that will qualifying as a concurrent financing pursuant to Policy 2.4 of the TSX-V policies for gross proceeds of at least $1.5-million through the issuance of at least six million subscription receipts and up to $2.5-million through the issuance of up to 10 million subscription receipts at a price of 25 cents per subscription receipt. The minimum financing amount under the concurrent financing has been raised from $1-million to $1.5-million, which would result in the issuance of at least six million subscription receipts.

The gross proceeds of the concurrent financing will be held in escrow by Endeavor Trust Company pending satisfaction of the applicable escrow release condition set out in a subscription receipt agreement between the company, OCAL Financial and Endeavor. In the event the escrow release condition is not satisfied or waived within the time period specified in the subscription receipt agreement, the gross proceeds of the concurrent financing will be returned to the subscribers in accordance with the terms of the subscription receipts.

Upon satisfaction of the escrow release condition under the subscription receipt agreement, including without limitation, satisfaction of all necessary conditions precedent to complete the transaction, each subscription receipt will automatically convert into one unit of OCAL Financial, which units shall be composed of one common share of OCAL Financial and one transferable share purchase warrant of OCAL Financial, for no further consideration and without any further action by the holders thereof. Each warrant will entitle the holder thereof to purchase one common share at an exercise price of 50 cents for a period of 24 months from the closing date of the concurrent financing. The terms of the warrants will be governed by the warrant certificates issued to subscribers under the concurrent financing.

The subscription receipts issued under the concurrent financing, including the common shares and warrants that may be issued on the conversion of the subscription receipts, are subject to a four-month hold period from the closing date under applicable Canadian securities law.

Upon the closing of the transaction, each common share outstanding will be exchanged for one common share of Ronin (to be renamed OCAL Financial Inc.) and each outstanding warrant will be exercisable for one share of the resulting issuer at an exercise price of 50 cents per share, for a period of two years from the date of issue.

In connection with the concurrent financing, OCAL Financial expects to pay eligible finders: (i) a cash commission of up to 7 per cent of the gross proceeds raised from subscribers introduced by such finders; together with (ii) finders' warrants equal to 7 per cent of the common shares issued to subscribers introduced by such finders under the concurrent financing, with such finders' warrants being exercisable into common shares for a period of 24-months from the date of issuance at a price of 50 cents per common share.

Proceeds of the concurrent financing will be used for, among other things, the expansion of OCAL Financial's operations into Ontario and other jurisdictions, technological developments, brand recognition and marketing, talent recruitment and training, and general working capital purposes, all as further described in the company's filing statement to be filed on SEDAR+.

The concurrent financing is subject to the receipt of all necessary approvals, including the approval of the TSX-V. For further information related to the terms and conditions of the transaction, please refer to the company's news releases dated Feb. 13, 2026, and March 27, 2026.

Update to the qualifying transaction

Significant assets and financial information

The significant assets of the resulting issuer will comprise the business of OCAL Financial.

OCAL Financial is a Canadian fintech company redefining how consumers access vehicle financing. OCAL Financial is Canada's first fully virtual, AI-native (artificial intelligence) licensed automotive finance platform, which 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 United States 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.

For the years ended 2025 and 2024, OCAL Financial generated revenues of $6,480,254 and $5,454,893, respectively. Based on OCAL Financial's financial statements for the year ended Aug. 31, 2025, OCAL Financial had total assets of $931,244, total liabilities of $2,947,962, revenues of $6,480,254 and a net loss of $322,090.

Resulting issuer

On closing of the transaction, it is expected that 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 of the transaction:

• 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 5,000,0001 common shares of the resulting issuer at a price of 10 cents per share (in exchange for the same number of OCAL Financial warrants issued and outstanding as of the date hereof);
• A minimum of six 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 six million common share purchase warrants, up to a maximum of 10 million common share purchase warrants, exercisable for a minimum of six 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);
• 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 the policies.

Biography of Terence Lee -- chief financial officer and corporate secretary

Mr. Lee is a chartered professional accountant with over a decade of progressive accounting and finance experience. He is a partner at Imperium Consulting LLP, a Vancouver-based CPA firm providing accounting and business advisory services to private and public companies in Canada. Mr. Lee obtained his CPA designation while articling at BDO Canada LLP, where he provided audit and assurance services to companies within the natural resource, technology and real estate sectors. Mr. Lee holds a bachelor of business administration in finance from Simon Fraser University and a diploma in accounting from the University of British Columbia. Mr. Lee currently serves as chief financial officer of AI-ML Innovations Inc. and Saga Metals Corp. Mr. Lee will be the chief financial officer and corporate secretary of the resulting issuer.

For further details and biographies of the other expected directors and officers of the resulting issuer, see the news releases of the company dated Feb. 13, 2026. At the time of the closing of the transaction, all principals shall be residents of British Columbia, except for Matthew Friesen, whose jurisdiction of residence is the Cayman Islands.

The transaction is not subject to shareholder approval. There are no finders' fees or commissions in connection with the transaction.

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 TSX-V policies), 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.