File: '\\swfile\EmailIn\20260716 091332 Attachment H1. - Ronin Ventures Corp. - News Release Announcing Closing.DOCX'

117936.190465.JT3.31162661.5

117936.190465.JT3.31162661.5

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

OCAL ANNOUNCES CLOSING OF QUALIFYING TRANSACTION AND ANTICIPATED TRADING DATE FOR RESULTING ISSUER SHARES

News Release - Vancouver, British Columbia, July 15, 2026 - OCAL Financial Inc. (formerly Ronin Ventures Corp.) (the "Company") (TSXV: OCAL), is pleased to announce that it has closed its previously announced Qualifying Transaction (as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange")). The Qualifying Transaction proceeded by way of a three-cornered amalgamation pursuant to which 1301756 B.C. Ltd. (dba) OCAL Financial ("OCAL Financial") amalgamated with 1580785 B.C. Ltd., a wholly-owned subsidiary of the Company.

The Company's new CUSIP number will be 67449X105 and its new ISIN will be CA67449X1050. Shareholders of the Company are not required to take any action with respect to the name change and are not required to exchange their existing share certificates for new certificates bearing the Company's new name. The Company's transfer agent, Endeavor Trust Company, will send registered shareholders a new Direct Registration System advice or statement (DRS). For shares held in brokerage accounts, the name of the Company will be updated automatically through CDS, so no action will be required from the beneficial shareholders either.

Upon completion of the Qualifying Transaction, the issued and outstanding share capital of the Company consists of 36,667,803 Common Shares with outstanding warrants to acquire 11,029,501 Common Shares and broker warrants outstanding to acquire 39,760 Common Shares. Additionally, there will be a total of 600,000 outstanding options to acquire Common Shares, 450,000 of which are options held by pre-existing Ronin Ventures Inc. holders exercisable until August 11, 2027 at $0.10 per Common Share, and 150,000 options are to be issued to a senior officer of the Company pursuant to a consulting agreement with the Company and shall be exercisable for a period of five (5) years from the date of grant at $0.25 per Common Share.

Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin by the Exchange. Subject to final acceptance by the Exchange, the Company will be classified as a Tier 2 Technology issuer pursuant to Exchange policies. The Common Shares are expected to commence trading on the Exchange under the symbol "OCAL" at the opening of the markets on July 21, 2026.

In connection with the Qualifying Transaction, certain members of the Company's board of directors have resigned and the board of directors is now comprised of the following individuals: Mehdi Moghareh, Matthew Friesen, Michael Stier, and Robert Birmingham. In addition, the board has appointed Mehdi Moghareh as Chief Executive Officer and Terence Lee as Chief Financial Officer and Corporate Secretary. Michael Stier will serve as Chair of the Company's audit committee.

Full details of the Qualifying Transaction and certain other matters are set out in the filing statement of the Company dated July 9, 2026, which can be found under the Company's SEDAR+ profile at www.sedarplus.com.

Concurrent Financing

In connection with the Qualifying Transaction, OCAL Financial completed its previously announced private placement on July 7, 2026 (the "Concurrent Financing") for gross proceeds to the company of $1,507,375, which resulted in the issuance of 6,029,500 subscription receipts (the "Subscription Receipts") at a price of $0.25 per Subscription Receipt. Upon conversion of the Subscription Receipts, an aggregate of 6,029,500 common shares of OCAL Financial and 6,029,500 common share purchase warrants ("Warrants") of OCAL Financial will be issued to holders of Subscription Receipts. Each Warrant will entitle the holder thereof to purchase one common share at an exercise price of $0.50 for a period of 24 months from the closing date of the Concurrent Financing.

In connection with the Concurrent Financing, certain finders (i) received a total of $9,940, which represents 7% of the gross proceeds raised from subscribers introduced by such finders, and (ii) were issued a total of 39,760 warrants ("Finder Warrants"), representing 7% of the common shares issued to subscribers introduced by such finders under the Concurrent Financing. Each Finder Warrant shall be exercisable into one (1) common share of OCAL Financial for a period of 24 months from the date of issuance at a price of $0.50 per common share.

Early Warning Disclosure as a Result of Completion of the Qualifying Transaction

Pursuant to the Qualifying Transaction, Matthew Friesen acquired control, individually and through Barbizon Ventures Inc., an entity beneficially owned and controlled by Mr. Friesen, over 14,212,381 Common Shares of the Company pursuant to which Mr. Friesen exercises control over 38.76% of the issued and outstanding Common Shares of the Company. Mr. Friesen currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. Friesen may acquire additional securities of the Company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans and/or other relevant factors.

Pursuant to the Qualifying Transaction, Mehdi Moghareh acquired control over 5,710,825 Common Shares of the Company pursuant to which Mr. Moghareh exercises control over 15.57% of the issued and outstanding Common Shares of the Company. Mr. Moghareh currently does not have any plan to acquire or dispose of additional securities of the Company. However, Mr. Moghareh may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulation of plans and/or other relevant factors.

The foregoing disclosure is being disseminated pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting. Copies of the early warning reports with respect to the foregoing will appear on the Company's SEDAR+ profile at www.sedarplus.com and may also be obtained by contacting Matthew Friesen, Chairman and Director of the Company by email at matthew@ocal.ca or by phone at 604-240-7818.

For additional information concerning the Qualifying Transaction and the foregoing matters in connection therewith, please refer to the Company's press releases dated March 26, 2026, July 2, 2026, and July 10, 2026, and the Filing Statement, all of which are available under the Company's SEDAR+ profile at www.sedarplus.com.

About the Company

The Company is a Canadian fintech company redefining how consumers access vehicle financing. The Company 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.

The Company does not underwrite loans but earns revenues from vehicle sales, arranging vehicle financing, and the sale of insurance (vehicle warranties). The Company 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.

The Company 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.

For more information, please contact Matthew Friesen, the Chairman and Director of the Company:

Matthew Friesen

Chairman and Director

Tel: 604-240-7818

Email: matthew@ocal.ca

Cautionary Notes

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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. TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements") within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: final acceptance of the Exchange of the Qualifying Transaction and the issuance of the Final Exchange Bulletin; commencement of trading of the Common Shares, and the Company's business plans including the expansion into Ontario, Quebec, and the U.S. market (Washington, Arizona, and Nevada). To develop the forward-looking information in this news release, the Company made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the Company to execute and achieve its business objectives. 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. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; changes in general economic, business and political conditions; changes in applicable laws and regulations; compliance with extensive government regulation; reliance on key and qualified personnel; risks associated with the technology industry in general; and the risk factors disclosed under the heading "Risk Factors" in the Filing Statement. The foregoing list of material risk factors and assumptions is not exhaustive. The Company assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.