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Ronin Ventures to Acquire OCAL Financial in Amalgamation Agreement

Vancouver, British Columbia — March 26, 2026 — Leads & Copy —

Ronin Ventures Corp. (TSXV:RVC.P) has entered into an amalgamation agreement with 1301756 B.C. Ltd. (dba OCAL Financial) and 1580785 B.C. Ltd. (“Subco”), a wholly owned subsidiary of Ronin, according to a press release dated March 26, 2026.

Under the terms of the Amalgamation Agreement dated March 25, 2026, Ronin will acquire all issued and outstanding securities of OCAL Financial via a “three-cornered amalgamation”. The transaction is subject to TSX Venture Exchange approval and is intended to constitute Ronin’s “Qualifying Transaction” under TSXV Policy 2.4 – Capital Pool Companies.

OCAL Financial is described as a Canadian fintech company focused on vehicle financing. It operates a virtual, AI-native automotive finance platform connecting borrowers to a network of regulated lenders. The company earns revenue from vehicle sales, arranging financing, and selling vehicle warranties. It currently serves clients in British Columbia and Alberta and plans to expand into Ontario, Quebec, and the U.S. (Washington, Arizona, and Nevada).

According to the agreement, OCAL Financial will amalgamate with Subco. Shareholders of OCAL Financial will receive one common share of Ronin for each OCAL Financial common share held. OCAL Financial warrants will be exercisable for Ronin common shares.

The Amalgamation requires approval by special resolution of OCAL Financial shareholders and unanimous written consent of Subco's sole shareholder. Ronin shareholder approval is not anticipated. The completion of the transaction is subject to several conditions, including:

  • Board reconstitution with the appointment of Matthew Friesen, Mehdi Moghareh, and Michael Stier.
  • Dissent rights not exercised by OCAL Financial shareholders holding more than 5% of outstanding common shares.
  • Approval of the OCAL Financial Shareholder Resolution and the Subco Shareholder Resolution.
  • Completion of the Concurrent Financing.
  • Receipt of regulatory, corporate, stock exchange, governmental, and third-party authorizations, including TSXV approval.
  • Absence of material legal actions against Ronin, Subco, or OCAL Financial.
  • Absence of legal prohibitions against the transaction.

The companies anticipate completing the transaction prior to June 30, 2026, subject to the satisfaction or waiver of the conditions precedent.

OCAL Financial will complete a private placement of subscription receipts at $0.25 per receipt, aiming to raise between $1,000,000 and $2,500,000. These receipts will convert into units of OCAL Financial before the transaction closes. These units will be exchanged for securities of the Resulting Issuer upon completion of the Transaction. Further details regarding the Concurrent Financing will be disclosed in a subsequent news release.

Upon completion of the transaction, Ronin (the “Resulting Issuer”) will issue the following securities to OCAL Financial securityholders:

  • 26,138,303 common shares to current OCAL Financial shareholders.
  • 5,000,001 common share purchase warrants to current OCAL Financial warrant holders, exercisable at $0.10 per share.
  • A minimum of 4,000,000 and up to 10,000,000 common shares to investors in the Concurrent Financing.
  • A minimum of 4,000,000 and up to 10,000,000 common share purchase warrants, exercisable at an anticipated price of $0.50 per share.
  • 150,000 stock options to certain insiders of the Resulting Issuer.

Following the transaction, Ronin will change its name to “OCAL Financial Inc.” and continue the automotive financing business conducted by OCAL Financial. The Resulting Issuer Shares will be listed under a new trading symbol, and the Resulting Issuer anticipates meeting the TSXV's initial listing requirements for a Tier 2 technology issuer.

The board of directors and management of the Resulting Issuer are expected to include Matthew Friesen, Michael Stier, Mehdi Moghareh, and Rob Birmingham. All current Ronin directors and officers, except Rob Birmingham, will resign.

Mr. Birmingham has over 15 years of capital markets experience, with a focus on corporate development, M&A, go-public transactions and capital raising. Mr. Birmingham is the former President & CEO of Pace Metals Inc. (Total Metals Corp.), Director of BIGG Digital Assets, and President & CEO of Goldhaven Resources Corp.

No Non-Arm’s Length Parties of Ronin have a direct or indirect beneficial interest in OCAL Financial. No Non-Arm’s Length Parties to Ronin are Insiders of OCAL Financial.

In connection with the Transaction, Ronin will file a filing statement on its issuer profile on SEDAR+ (www.sedarplus.ca).

Completion of the Transaction is subject to a number of conditions including, but not limited to, TSXV acceptance and, if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval.

Ronin Ventures is a Capital Pool Company listed on the Exchange and a reporting issuer in British Columbia and Alberta that has not commenced commercial operations and has no assets other than cash.

Source: Ronin Ventures Corp.