Ronin enters definitive deal to acquire OCAL Financing

Executive Summary

• Ronin Ventures Corp. has entered into a definitive amalgamation agreement to acquire 1301756 B.C. Ltd. (d.b.a. OCAL Financial), a Canadian AI-native automotive fintech platform, via a three-cornered amalgamation.
• The transaction is intended to constitute Ronin's qualifying transaction under TSX Venture Exchange Policy 2.4, allowing the capital pool company to list as a Tier 2 technology issuer.
• Upon closing, Ronin will change its name to OCAL Financial Inc., and OCAL shareholders will receive one Ronin common share for each OCAL common share held, with warrants converting to Ronin warrants.

Key Details

• Transaction Structure: Three-cornered amalgamation where 1301756 B.C. Ltd. (OCAL Financial) amalgamates with 1580785 B.C. Ltd. (Subco, a wholly owned subsidiary of Ronin). The resulting entity (Amalco) becomes a wholly owned subsidiary of Ronin.
• Exchange Ratio: OCAL Financial shareholders will receive one common share of Ronin for every one OCAL Financial common share held.
• Warrant Conversion: Each outstanding OCAL Financial warrant will be exercisable for one common share of Ronin, subject to OCAL warrant terms.
• Concurrent Financing: Prior to closing, OCAL will complete a private placement of subscription receipts at $0.25 per receipt, raising between $1 million and $2.5 million gross proceeds. These will convert into units (one common share + one common share purchase warrant) prior to closing.
• Resulting Issuer Share Issuance:
  • Existing OCAL Shareholders: 26,138,303 common shares.
  • Existing OCAL Warrantholders: 5,000,001 common share purchase warrants (exercisable at $0.10 per share).
  • Concurrent Financing Investors: Minimum 4,000,000 to maximum 10,000,000 common shares.
  • Concurrent Financing Warrants: Minimum 4,000,000 to maximum 10,000,000 common share purchase warrants (exercisable at an anticipated price of $0.50 per share).
  • Insider Options: 150,000 stock options exercisable for 150,000 common shares at a price based on the TSX-V trading price at listing.
• Board Changes: Matthew Friesen, Mehdi Moghareh, and Michael Stier will join the board. Rob Birmingham (existing Ronin director) remains. All other current Ronin directors/officers will resign.
• Target Business: OCAL Financial is an asset-light, AI-native automotive finance platform connecting borrowers (prime to deep subprime) with lenders. Revenue is generated from vehicle sales, financing arrangements, and insurance sales. Currently operates in BC and Alberta, with expansion plans for Ontario, Quebec, and the US.
• Conditions Precedent: TSX Venture Exchange approval, shareholder approval from OCAL (not anticipated for Ronin), completion of concurrent financing, board reconstitution, and no dissent rights exercised by >5% of OCAL shareholders.
• Timeline: Anticipated completion prior to June 30, 2026.
• Listing: Resulting issuer will list on the TSX-V under a new symbol as a Tier 2 technology issuer.

Notable Quotes

• None explicitly quoted in the text, though the release details the strategic intent of the AI-powered infrastructure supporting automated approvals and real-time engagement.