Vancouver, British Columbia, July 2, 2026 - TheNewswire – Ronin Ventures Corp. (“Ronin” or the “Company”), a Capital Pool Company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSX-V” or “Exchange”) Corporate Finance Policies (the “TSX-V Policies”), is pleased to announce that it has received conditional approval from the TSX-V in respect of its previously announced “Qualifying Transaction” (as such term is defined in Policy 2.4 of TSXV-Policies), pursuant to which Ronin intends to by way of a “three-cornered amalgamation”, acquire all of the issued and outstanding securities of 1301756 B.C. Ltd. (dba) OCAL Financial (“OCAL Financial”) under an amalgamation agreement dated March 25, 2026 among Ronin, OCAL Financial and 1580785 B.C. Ltd. (“Subco”) (the “Amalgamation Agreement” and, together with the related transactions and corporate procedures set forth in the Amalgamation Agreement, the “Transaction”).

Amendment to the Amalgamation Agreement

Ronin, OCAL Financial and Subco have entered into an amendment to the Amalgamation Agreement dated effective June 25, 2026, pursuant to which the parties have agreed to extend the outside date of the Amalgamation Agreement until July 14, 2026.

Conditional Approval of the TSX-V

The Company received conditional approval of the Transaction from the TSX-V on June 25, 2026. The parties are continuing to work diligently towards finalizing all necessary regulatory filings.

Concurrent Financing

The Company is also pleased to provide an update on the previously announced private placement of OCAL Financial that will qualifying as a “Concurrent Financing” pursuant to Policy 2.4 of the TSXV-V Policies (the “Concurrent Financing”) for gross proceeds of at least $1,500,000 (the “Minimum Offering”) through the issuance of at least 6,000,000 subscription receipts (the “Subscription Receipts”) and up to $2,500,000 (the “Maximum Offering”)  through the issuance of up to 10,000,000 Subscription Receipts at a price of $0.25 per Subscription Receipt. The minimum financing amount under the Concurrent Financing has been raised from $1,000,000 to $1,500,000, which would result in the issuance of at least 6,000,000 Subscription Receipts.

The gross proceeds of the Concurrent Financing will be held in escrow by Endeavor Trust Company (“Endeavor”) pending satisfaction of the applicable escrow release condition (the “Escrow Release Condition”) set out in a subscription receipt agreement between the Company, OCAL Financial and Endeavor (“Subscription Receipt Agreement”). In the event the Escrow Release Condition is not satisfied or waived within the time period specified in the Subscription Receipt Agreement, the gross proceeds of the Concurrent Financing will be returned to the subscribers in accordance with the terms of the Subscription Receipts.

Upon satisfaction of the Escrow Release Condition under the Subscription Receipt Agreement, including without limitation, satisfaction of all necessary conditions precedent to complete the Transaction, each Subscription Receipt will automatically convert into one unit of OCAL Financial (a “Unit”), which Units shall be composed of one common share of OCAL Financial (each, a “Common Share”) and one transferable share purchase warrant of OCAL Financial (each, a “Warrant”), for no further consideration and without any further action by the holders thereof. Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.50 for a period of 24 months from the closing date of the Concurrent Financing. The terms of the Warrants will be governed by the warrant certificates issued to subscribers under the Concurrent Financing.

The Subscription Receipts issued under the Concurrent Financing, including the Common Shares and Warrants that may be issued on the conversion of the Subscription Receipts, are subject to a four-month hold period from the closing date under applicable Canadian securities law.

Upon the closing of the Transaction, each Common Share outstanding will be exchanged for one common share of Ronin (to be renamed “OCAL Financial Inc.”) (the “Resulting Issuer”) and each outstanding Warrant will be exercisable for one share of the Resulting Issuer at an exercise price of $0.50 per share, for a period of two years from the date of issue.

In connection with the Concurrent Financing, OCAL Financial expects to pay eligible finders (i) a cash commission of up to 7% of the gross proceeds raised from subscribers introduced by such finders, together with (ii) finder’s warrants equal to 7% of the Common Shares issued to subscribers introduced by such finders under the Concurrent Financing, with such finder’s warrants being exercisable into Common Shares for a period of 24-months from the date of issuance at a price of $0.50 per Common Share.

Proceeds of the Concurrent Financing will be used for, among other things, the expansion of OCAL Financial’s operations into Ontario and other jurisdictions, technological developments, brand recognition and marketing, talent recruitment and training and for general working capital purposes, all as further described in the Company’s filing statement to be filed on SEDAR+.

The Concurrent Financing is subject to the receipt of all necessary approvals, including the approval of the TSX-V. For further information related to the terms and conditions of the Transaction, please refer to the Company’s news releases dated February 13,  2026 and March 27, 2026.

Update to the Qualifying Transaction

Significant Assets and Financial Information

The significant assets of the Resulting Issuer will be comprised of the business of OCAL Financial.

OCAL Financial is a Canadian fintech company redefining how consumers access vehicle financing. OCAL Financial is Canada's first fully virtual, AI-native licensed automotive finance platform, that connects borrowers, ranging from prime to deep subprime, to a nationwide network of regulated lenders through a proprietary digital platform.

OCAL Financial does not underwrite loans but earns revenues from vehicle sales, arranging vehicle financing, and the sale of insurance (vehicle warranties). OCAL Financial holds limited vehicle inventory from time to time; this asset-light model reduces capital requirements, minimizes risk, and enables scalable expansion into new regions and verticals.

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). The Company’s AI-powered infrastructure supports automated approvals, document generation, and real-time engagement through voice agents, creating a faster, more accessible financing experience for underserved and digital-first consumers alike.

For the year ended 2025 and 2024, OCAL Financial generated revenues of $6,480,254 and $5,454,893, respectively. Based on OCAL Financial’s financial statements for the year ended August 31, 2025, OCAL Financial had total assets of $931,244, total liabilities of $2,947,962, revenues of $6,480,254, and net loss of $322,090.

Resulting Issuer

On closing of the Transaction, it is expected that the Resulting Issuer will issue at a minimum the following securities to OCAL Financial securityholders in exchange for the issued and outstanding securities of OCAL Financial at the closing date of the Transaction:

• 26,138,303common shares tocurrentOCAL Financial shareholders (inexchange for thesame numberof Common Shares in the authorized share structure of OCAL Financial issued and outstanding as of the date hereof);  

• 5,000,001 common share purchase warrants to current OCAL Financial warrant holders, exercisable for 5,000,0001 common shares of the Resulting Issuer at a price of $0.10 per share (in exchange for the same number of OCAL Financial Warrants issued and outstanding as of the date hereof);  

• a minimum of 6,000,000 common shares and up to a maximum of 10,000,000 common shares to investors in the Concurrent Financing (in exchange for the Common Shares of OCAL Financial underlying the Subscription Receipts issuable pursuant to the Concurrent Financing); 

• a minimum of 6,000,000 common share purchase warrants, up to a maximum of 10,000,000 common share purchase warrants, exercisable for a minimum of 6,000,000 common shares up to a maximum of 10,000,000 common shares at an anticipated price of $0.50 per share (in exchange for the same number of OCAL Financial Warrants underlying the Subscription Receipts issuable pursuant to the Concurrent Financing); and 

• 150,000 stock options to certain insiders of the Resulting Issuer, exercisable for 150,000 common shares at an exercise price based on the trading price of the Resulting Issuer shares on the TSX-V at the time of listing, subject to the Policies. 

Biography of Terence Lee – Chief Financial Officer and Corporate Secretary

Mr. Lee is a Chartered Professional Accountant with over a decade of progressive accounting and finance experience. He is a Partner at Imperium Consulting LLP, a Vancouver-based CPA firm providing accounting and business advisory services to private and public companies in Canada. Mr. Lee obtained his CPA designation while articling at BDO Canada LLP, where he provided audit and assurance services to companies within the natural resource, technology, and real estate sectors. Mr. Lee holds a Bachelor of Business Administration in Finance from Simon Fraser University and a Diploma in Accounting from the University of British Columbia. Mr. Lee currently serves as Chief Financial Officer of AI/ML Innovations Inc. and Saga Metals Corp. Mr. Lee will be the Chief Financial Officer and Corporate Secretary of the Resulting Issuer.

For further details and biographies of the other expected directors and officers of the Resulting Issuer, see the news releases of the Company dated February 13, 2026. At the time of the closing of the Transaction, all principals shall be residents of British Columbia, except for Matthew Friesen whose jurisdiction of residence is the Cayman Islands.

The Transaction is not subject to shareholder approval. There are no finders fees or commissions in connection with the Transaction.

About Ronin

Ronin Ventures is a Capital Pool Company (as defined in the TSX-V Policies) 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. Except as specifically contemplated in Policy 2.4 of the TSX-V Policies, until the completion of its Qualifying Transaction (as defined in the TSX-V Policies), Ronin will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.

For more information, please contact Anthony Zelen, the Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Director of Ronin:

Anthony Zelen

Chief Executive Officer, Chief Financial Officer,

Director and Corporate Secretary

Tel: 778-388-5258

Email: Anthonyzelen88@gmail.com

Cautionary Notes

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Ronin’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Cautionary Note Regarding Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and Ronin, OCAL Financial and the Resulting Issuer do not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to: (a) the outside date of the Amalgamation Agreement; (b) the finalizing of regulatory filings by the Company and OCAL Financial; (c) the escrow and conversion mechanics of the Subscription Receipts; (d) the securities to be issued under the Concurrent Financing; (e) the residence of principals of the Resulting Issuer at the closing of the Transaction; (f) the business of the Company; (g) the use of proceeds under the Concurrent Financing, and (h) the issuance of Ronin’s securities to the OCAL Financial securityholders at the time of closing of the Transaction.

In making the forward looking statements in this news release, Ronin has applied several material assumptions, including without limitation, that: (a) Ronin will receive TSX-V final approval for the Concurrent Financing and the Transaction; (b) the Transaction will close; (c) the Subscription Receipts will convert into underlying securities upon completion of certain escrow conditions; (d) the Escrow Release Condition will be satisfied or waived within the time period specified in the Subscription Receipt Agreement; and (e) the net proceeds of the Concurrent Financing will be used as anticipated. Although management of Ronin has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.

Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect OCAL Financial and Ronin’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although OCAL Financial and Ronin believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: (a) the ability to consummate the Transaction; (b) the ability to obtain requisite regulatory and board approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; (c) the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, customers and competitors; (d) changes in general economic, business and political conditions, including changes in the financial markets; (e) changes in applicable laws and regulations; (f) compliance with extensive government regulation and the costs associated with compliance; (g) costs of building and developing projects and product opportunities; (h) the risks and uncertainties associated with capital markets; and (i) the diversion of management time on the Transaction. These forward-looking statements may be affected by risks and uncertainties in the business of OCAL Financial and Ronin and general market conditions.

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