Ronin enters LOI for RTO by Ocal Financial as QT

Executive Summary

• Ronin Ventures Corp. (a capital pool company) and Ocal Financial (a Canadian fintech company) have entered into a binding Letter of Intent to complete a reverse takeover transaction, resulting in Ocal Financial becoming the surviving public entity listed on the TSX Venture Exchange.
• The transaction is structured as a three-cornered amalgamation under the BCBCA, where Ronin will acquire all securities of Ocal Financial. Ocal Financial shareholders will receive common shares in the resulting issuer on a one-for-one basis.
• Concurrent with the transaction, a private placement of subscription receipts or special warrants will be completed at $0.25 per security, raising between $1 million and $2.5 million in gross proceeds.

Key Details

• Transaction Structure: Three-cornered amalgamation pursuant to the BCBCA. Ronin will incorporate a wholly owned subsidiary which will amalgamate with Ocal Financial to form a new company ("Amalco").
• Exchange Listing: The resulting issuer is anticipated to be listed as a Tier 2 technology issuer on the TSX Venture Exchange.
• Share Exchange Ratio: Holders of Ocal Financial common shares will receive common shares in the resulting issuer on a one-for-one basis. Warrants will be exchanged for warrants in the resulting issuer.
• Name Change: Ronin will change its name to "Ocal Financial Inc." (or similar) and adopt a new stock symbol.
• Concurrent Financing:
  • Instrument: Private placement of subscription receipts or special warrants.
  • Price: $0.25 per security.
  • Minimum Gross Proceeds: $1,000,000.
  • Maximum Gross Proceeds: $2,500,000.
  • Post-Transaction Share Count (Min): Approximately 33,423,404 resulting issuer shares.
  • Post-Transaction Share Count (Max): Approximately 39,423,404 resulting issuer shares.
  • Use of Proceeds: Not explicitly stated, but implied for general corporate purposes/expansion of Ocal Financial.
• Ocal Financial Financials (Unaudited):
  • Year Ended Aug 31, 2025: Revenue of $6,840,004; Net Loss of $265,208; Total Assets $798,790; Total Liabilities $2,627,441.
  • Year Ended Aug 31, 2024: Revenue of $5,769,393.
• Business Description: Ocal Financial is a virtual brokerage connecting borrowers (prime to deep subprime) to lenders via a proprietary digital platform. It earns commission-based revenue from financing, insurance, and value-added services. It operates in BC and Alberta, with plans to expand to Ontario, Quebec, and the US.
• Board of Directors (Proposed):
  • Mehdi Moghareh: Chief Executive Officer.
  • Matthew Friesen: Chairman.
  • Michael Stier: Director.
  • One Additional Independent Director: To be determined by Ocal Financial.
• Key Officers:
  • CEO: Mehdi Moghareh (Co-founder of Ocal Financial, 25+ years experience in automotive finance).
  • Chairman: Matthew Friesen (Experience in finance, sales, and strategic business development).
  • CFO: Terence Lee (or other person determined by the board).
• Conditions Precedent:
  • Definitive agreement by March 16, 2026.
  • Board, shareholder, and regulatory approvals (including TSX Venture Exchange approval).
  • Note: Shareholder approval of Ronin is not anticipated as it is not a non-arm's-length qualifying transaction.
• Trading Status: Trading in Ronin Ventures Corp. shares has been halted pending exchange review and completion of the transaction.

Notable Quotes

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