1301756 B.C. Ltd. (dba) OCAL Financial and Ronin Ventures Corp. Enter Into Letter of Intent to Complete Qualifying Transaction and Listing on the TSX Venture Exchange

Executive Summary

• Ronin Ventures Corp. (TSXV:RVC.P) has entered into a binding letter of intent to complete a reverse takeover of OCAL Financial (1301756 B.C. Ltd.), a Canadian fintech company specializing in virtual automotive financing.
• The transaction is structured as a three-cornered amalgamation under the BCBCA, where Ronin will incorporate a subsidiary that amalgamates with OCAL Financial to form "Amalco," which will become a wholly-owned subsidiary of the resulting issuer, OCAL Financial Inc.
• Concurrent with the transaction, OCAL Financial intends to complete a private placement of subscription receipts or special warrants at $0.25 per security, raising between $1.0 million and $2.5 million in gross proceeds.

Key Details

• Transaction Structure: Three-cornered amalgamation pursuant to the BCBCA; Ronin incorporates a wholly-owned subsidiary which amalgamates with OCAL Financial.
• Consideration: Ronin will acquire all securities of OCAL Financial. For each common share of OCAL Financial, holders will receive common shares of the Resulting Issuer on a one-for-one basis. Warrants will also be exchanged on a one-for-one basis.
• Regulatory Status: The transaction is not a Non-Arm’s Length Qualifying Transaction under TSXV Policy 2.4. It is anticipated to result in the Resulting Issuer being listed as a Tier 2 Technology Issuer.
• Concurrent Financing:
  • Instrument: Subscription receipts or special warrants.
  • Price: $0.25 per security.
  • Minimum Gross Proceeds: $1,000,000.
  • Maximum Gross Proceeds: $2,500,000.
  • Conversion: Securities exchangeable/convertible into units of OCAL Financial (common shares + warrants) prior to closing, then exchanged for units of the Resulting Issuer upon completion.
• Share Count Projections:
  • Minimum Proceeds Scenario: Approximately 33,423,404 Resulting Issuer Shares outstanding.
  • Maximum Proceeds Scenario: Approximately 39,423,404 Resulting Issuer Shares outstanding.
• Target Company Financials (OCAL Financial):
  • 2025 Revenue: $6,840,004 (unaudited).
  • 2024 Revenue: $5,769,393 (unaudited).
  • Total Assets (Aug 31, 2025): $798,790.
  • Total Liabilities (Aug 31, 2025): $2,627,441.
  • Net Loss (Aug 31, 2025): $265,208.
• Management Changes:
  • CEO: Mehdi Moghareh (current co-founder of OCAL Financial).
  • Chairman: Matthew Friesen.
  • CFO: Terence Lee.
  • Board: Slate of up to 4 directors, including Michael Stier and one independent director to be determined.
• Timeline: Definitive agreement expected on or before March 16, 2026.
• Trading Status: Trading in Ronin Shares has been halted pending Exchange review and satisfaction of conditions.

Notable Quotes

• No direct quotes from the CEO/President were included in the text of the release.