Mr. Matthew Friesen reports

OCAL ANNOUNCES CLOSING OF QUALIFYING TRANSACTION AND ANTICIPATED TRADING DATE FOR RESULTING ISSUER SHARES

OCAL Financial Inc. (formerly Ronin Ventures Corp.) has closed its previously announced qualifying transaction (as defined in Policy 2.4 of the TSX Venture Exchange). The qualifying transaction proceeded by way of a three-cornered amalgamation pursuant to which 1301756 B.C. Ltd. (doing business as OCAL Financial) amalgamated with 1580785 B.C. Ltd., a wholly owned subsidiary of the company.

The company's new Cusip number will be 67449X105 and its new ISIN will be CA67449X1050. Shareholders of the company are not required to take any action with respect to the name change and are not required to exchange their existing share certificates for new certificates bearing the company's new name. The company's transfer agent, Endeavor Trust Company, will send registered shareholders a new direct registration system advice or statement (DRS). For shares held in brokerage accounts, the name of the company will be updated automatically through CDS, so no action will be required from the beneficial shareholders either.

Upon completion of the qualifying transaction, the issued and outstanding share capital of the company consists of 36,667,803 common shares with outstanding warrants to acquire 11,029,501 common shares and broker warrants outstanding to acquire 39,760 common shares. Additionally, there will be a total of 600,000 outstanding options to acquire common shares, 450,000 of which are options held by pre-existing Ronin Ventures holders exercisable until Aug. 11, 2027, at 10 cents per common share, and 150,000 options are to be issued to a senior officer of the company pursuant to a consulting agreement with the company and shall be exercisable for a period of five years from the date of grant at 25 cents per common share.

Final acceptance of the qualifying transaction will occur upon the issuance of the final exchange bulletin by the exchange. Subject to final acceptance by the exchange, the company will be classified as a Tier 2 technology issuer pursuant to exchange policies. The common shares are expected to commence trading on the exchange under the symbol OCAL at the opening of the markets on July 21, 2026.

In connection with the qualifying transaction, certain members of the company's board of directors have resigned and the board of directors now comprises the following individuals: Mehdi Moghareh, Matthew Friesen, Michael Stier and Robert Birmingham. In addition, the board has appointed Mr. Moghareh as chief executive officer and Terence Lee as chief financial officer and corporate secretary. Mr. Stier will serve as chair of the company's audit committee.

Full details of the qualifying transaction and certain other matters are set out in the filing statement of the company dated July 9, 2026, which can be found under the company's SEDAR+ profile.

Concurrent financing

In connection with the qualifying transaction, OCAL Financial completed its previously announced private placement on July 7, 2026, for gross proceeds to the company of $1,507,375, which resulted in the issuance of 6,029,500 subscription receipts at a price of 25 cents per subscription receipt. Upon conversion of the subscription receipts, an aggregate of 6,029,500 common shares of OCAL Financial and 6,029,500 common share purchase warrants of OCAL Financial will be issued to holders of subscription receipts. Each warrant will entitle the holder thereof to purchase one common share at an exercise price of 50 cents for a period of 24 months from the closing date of the concurrent financing.

In connection with the concurrent financing, certain finders: (i) received a total of $9,940, which represents 7 per cent of the gross proceeds raised from subscribers introduced by such finders; and (ii) were issued a total of 39,760 warrants, representing 7 per cent of the common shares issued to subscribers introduced by such finders under the concurrent financing. Each finder warrant shall be exercisable into one common share of OCAL Financial for a period of 24 months from the date of issuance at a price of 50 cents per common share.

Early warning disclosure as a result of completion of the qualifying transaction

Pursuant to the qualifying transaction, Mr. Friesen acquired control, individually and through Barbizon Ventures Inc., an entity beneficially owned and controlled by Mr. Friesen, over 14,212,381 common shares of the company, pursuant to which Mr. Friesen exercises control over 38.76 per cent of the issued and outstanding common shares of the company. Mr. Friesen currently does not have any plan to acquire or dispose of additional securities of the company. However, Mr. Friesen may acquire additional securities of the company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans and/or other relevant factors.

Pursuant to the qualifying transaction, Mr. Moghareh acquired control over 5,710,825 common shares of the company, pursuant to which Mr. Moghareh exercises control over 15.57 per cent of the issued and outstanding common shares of the company. Mr. Moghareh currently does not have any plan to acquire or dispose of additional securities of the company. However, Mr. Moghareh may acquire additional securities of the company, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position, depending on market conditions, reformulation of plans and/or other relevant factors.

The foregoing disclosure is being disseminated pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting. Copies of the early warning reports with respect to the foregoing will appear on the company's SEDAR+ profile and may also be obtained by contacting Mr. Friesen, chairman and director of the company, by e-mail at matthew@ocal.ca or by phone at 604-240-7818.

For additional information concerning the qualifying transaction and the foregoing matters in connection therewith, please refer to the company's press releases dated March 26, 2026, July 2, 2026, and July 10, 2026, and the filing statement, all of which are available under the company's SEDAR+ profile at www.sedarplus.com.

About OCAL Financial Inc. (formerly Ronin Ventures Corp.)

The company is a Canadian fintech (financial technology) company redefining how consumers access vehicle financing. The company is Canada's first fully virtual, AI-native (artificial intelligence) 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.

The company does not underwrite loans but earns revenues from vehicle sales, arranging vehicle financing and the sale of insurance (vehicle warranties). The company 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.

The company 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.

We seek Safe Harbor.