Ronin Ventures Corp. and OCAL Financial Announce Reverse Takeover

VANCOUVER, BRITISH COLUMBIA — February 14, 2026 — Leads & Copy — Ronin Ventures Corp. (TSXV:RVC.P) and 1301756 B.C. Ltd., operating as OCAL Financial, announced they have entered into a binding letter of intent to complete a reverse takeover of Ronin by OCAL Financial.

The letter of intent, dated February 12th, 2026, outlines the terms and conditions of the proposed transaction. If completed, it will constitute Ronin’s “Qualifying Transaction” as defined in Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual. The resulting issuer is expected to be listed as a Tier 2 Technology Issuer on the Exchange.

OCAL Financial, incorporated on April 23, 2021, under the British Columbia Business Corporations Act, is a Canadian fintech company that operates as a licensed virtual brokerage. It connects borrowers to a network of lenders through a digital platform.

The company earns commission-based revenue by brokering financing, insurance, and value-added services. OCAL Financial currently serves clients across British Columbia and Alberta and intends to expand into Ontario, Quebec, and the U.S. market (Washington, Arizona, and Nevada).

OCAL Financial reported revenues of $6,840,004 for 2025 and $5,769,393 for 2024 (unaudited). As of August 31, 2025, the company had total assets of $798,790, total liabilities of $2,627,441, and a net loss of $265,208 (unaudited).

Ronin Ventures Corp., incorporated on January 18, 2022, is a Capital Pool Company listed on the Exchange and a reporting issuer in British Columbia and Alberta. Ronin has not commenced commercial operations and has no assets other than cash.

The Proposed Transaction is expected to be structured as a three-cornered amalgamation, with Ronin incorporating a wholly-owned subsidiary that will amalgamate with OCAL Financial. Holders of OCAL Financial Shares will receive common shares in the capital of the Resulting Issuer on a one-for-one basis.

The Proposed Transaction is subject to a definitive agreement by March 16, 2026, and other customary conditions, including board, shareholder, and regulatory approvals. Ronin will change its name to “OCAL Financial Inc.” and adopt a new stock symbol upon completion. Additional stock options may be issued to directors, officers, employees, and consultants of the Resulting Issuer.

Ronin will acquire all of the securities of OCAL Financial.

OCAL Financial or its affiliates will complete a private placement of subscription receipts or special warrants at $0.25 per security for gross proceeds of $1,000,000 to $2,500,000. Assuming the minimum proceeds are raised, approximately 33,423,404 Resulting Issuer Shares will be issued and outstanding upon completion. Assuming the maximum proceeds are raised, approximately 39,423,404 Resulting Issuer Shares will be issued and outstanding.

Finder’s fees may be payable in connection with the Offering. No finder’s fees are expected to be payable in connection with the Proposed Transaction.

The board of directors of the Resulting Issuer is expected to include Michael Stier, Matthew Friesen, Mehdi Moghareh, and one additional independent director to be determined. Mehdi Moghareh will be the Chief Executive Officer, Matthew Friesen will be the Chairman, and Terence Lee will be the Chief Financial Officer of the Resulting Issuer.

Mehdi Moghareh is the co-founder of OCAL Financial. Matthew Friesen is the Chief Executive Officer of Barbizon Ventures Inc. Michael Stier has experience in capital markets.

Trading in Ronin Shares has been halted and will remain halted pending the Exchange's review and satisfaction of conditions for resumption of trading. Further updates will be provided in a subsequent news release and in the filing statement to be filed on SEDAR+.

OCAL Financial, founded in 2021 and headquartered in Vancouver, BC, aims to transform automotive financing with a virtual, AI-enhanced brokerage model. Ronin Ventures is a Capital Pool Company listed on the Exchange.

Source: Ronin Ventures Corp.