Ronin Ventures Corp. Announces Definitive Agreement With 1301756 B.C. LTD. (dba) OCAL Financial For Proposed Qualifying Transaction

Executive Summary

• Ronin Ventures Corp. entered into a three‑cornered amalgamation agreement to acquire OCAL Financial, which will become a wholly‑owned subsidiary and serve as Ronin’s qualifying transaction under TSXV Policy 2.4.
• The deal includes a concurrent private placement financing of $1 M–$2.5 M at $0.25 per subscription receipt and the issuance of up to ~10 M common shares and warrants to new investors, plus 150 k insider stock options.
• Upon closing (expected before 30 Jun 2026), the combined entity will be renamed “OCAL Financial Inc.”, list on the TSXV as a Tier‑2 technology issuer, and be governed by a reconstituted board comprising Matthew Friesen, Mehdi Moghareh, Michael Stier and Rob Birmingham.

Key Details

• Transaction Structure – Three‑cornered amalgamation: Ronin (via Subco) will acquire all issued & outstanding securities of OCAL Financial; the amalgamated entity (“Amalco”) becomes a direct wholly‑owned subsidiary of Ronin.
• Share Exchange – OCAL shareholders receive 1 Ronin common share per OCAL share; OCAL warrant holders receive 1 Ronin common share per warrant (exercisable at $0.10).
• Concurrent Financing – Private placement of subscription receipts at $0.25 each for gross proceeds of $1,000,000–$2,500,000. Receipts will convert into units (1 OCAL common share + 1 OCAL warrant) prior to closing and then be exchanged for securities of the Resulting Issuer.
• Resulting Issuer Securities – At closing Ronin will issue:
• 26,138,303 common shares to existing OCAL shareholders.
• 5,000,001 common share purchase warrants (exercisable at $0.10) to OCAL warrant holders.
• 4 M–10 M common shares and 4 M–10 M common share purchase warrants (exercisable at $0.50) to investors in the Concurrent Financing.
• 150,000 stock options to insiders, exercisable for 150,000 common shares at a price based on the TSXV listing price.
• Board Reconstitution – Upon closing, board will consist of Matthew Friesen, Mehdi Moghareh, Michael Stier and Rob Birmingham; all other Ronin directors/officers will resign.
• Regulatory Conditions – Transaction subject to TSXV approval, shareholder resolutions (OCAL special resolution or unanimous written consent), completion of the Concurrent Financing, and receipt of all required corporate, securities‑exchange and governmental consents. No dissent rights have been exercised by OCAL shareholders holding >5 % of shares.
• Closing Timeline – Anticipated to occur on or before 30 Jun 2026, subject to satisfaction/waiver of the listed conditions precedent.
• Resulting Issuer Identity – Post‑closing, the entity will be renamed OCAL Financial Inc., continue OCAL’s AI‑driven automotive financing business, and list on the TSXV under a new ticker symbol, meeting Tier 2 technology issuer listing requirements.
• Non‑Arm’s Length Parties – No non‑arm’s length parties of Ronin have beneficial interests in OCAL; the transaction is not a non‑arm’s length qualifying transaction.

Notable Quotes

(No direct quotes were provided in the release.)