File: '\\swfile\EmailIn\20260710 183027 Attachment D42. - Ronin Ventures Corp. - News Release re Announcement of Filing Statement and Closing Date of Qualifying Transaction (2).DOCX'

117936.190465.IAJ.31139899.6

117936.190465.IAJ.31139899.6

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RONIN VENTURES CORP. ANNOUNCES THE FILING OF ITS FILING STATEMENT AND PROJECTED CLOSING DATE OF ITS PREVIOUSLY ANNOUNCED QUALIFYING TRANSACTION WITH 1301756 B.C. LTD. (dba) OCAL FINANCIAL

News Release - Vancouver, British Columbia, July 10, 2026 - Ronin Ventures Corp. ("Ronin" or the "Company"), a Capital Pool Company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V" or "Exchange") Corporate Finance Policies (the "TSX-V Policies"), is pleased to announce that it has filed its filing statement dated July 9, 2026 (the "Filing Statement") with the Exchange and on SEDAR+. The Filing Statement, which contains details and requisite financial information regarding the previously announced "Qualifying Transaction" involving Ronin and 1301756 B.C. Ltd. (dba OCAL Financial) ("OCAL Financial"), as further described in Ronin's news releases dated February 13, 2026, March 27, 2026, and July 2, 2026, is available under Ronin's profile on SEDAR+ at www.sedarplus.ca.

The Qualifying Transaction is expected to close on or about July 15, 2026, following which the common shares of the resulting issuer (the "Resulting Issuer") are expected to begin trading on or about July 21, 2026 under the symbol "OCAL".

About 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 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.

About Ronin

Ronin 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.

For more information, please contact Anthony Zelen, the Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Director of Ronin:

Anthony Zelen

Chief Executive Officer, Chief Financial Officer,

Director and Corporate Secretary

Tel: 778-388-5258

Email: Anthonyzelen88@gmail.com

Cautionary Note Regarding Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and Ronin, OCAL Financial and the Resulting Issuer do not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to: (a) the anticipated closing date of the Qualifying Transaction; (b) the anticipated date on which the shares of the Resulting Issuer will resume trading on the TSX-V; and (c) the potential expansion of OCAL Financial's operations into new jurisdictions.

In making the forward-looking statements in this news release, Ronin has applied several material assumptions, including without limitation, that: (a) Ronin will receive TSX-V final approval for the Qualifying Transaction; (b) the Qualifying Transaction will close on the anticipated timeline; and (c) the Resulting Issuer shares will resume trading on the anticipated timeline. Although management of Ronin has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.

Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect OCAL Financial and Ronin's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although OCAL Financial and Ronin believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: (a) the ability to consummate the Qualifying Transaction; (b) the ability to obtain requisite regulatory and board approvals and the satisfaction of other conditions to the consummation of the Qualifying Transaction on the proposed terms and schedule; (c) the potential impact of the announcement or consummation of the Qualifying Transaction on relationships, including with regulatory bodies, employees, customers and competitors; (d) changes in general economic, business and political conditions, including changes in the financial markets; (e) changes in applicable laws and regulations; (f) compliance with extensive government regulation and the costs associated with compliance; (g) costs of building and developing projects and product opportunities; (h) the risks and uncertainties associated with capital markets; and (i) the diversion of management time on the Qualifying Transaction. These forward-looking statements may be affected by risks and uncertainties in the business of OCAL Financial and Ronin and general market conditions.