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VANCOUVER, BRITISH COLUMBIA – TheNewswire - February 13 th , 2026 – Ronin Ventures Corp. (TSXV:RVC.P) (“ Ronin ”) and 1301756 B.C. Ltd. (dba) OCAL Financial (“ OCAL Financial ”, or the “ Company ”) are pleased to announce that they have entered into a binding letter of intent dated February 12 th , 2026, which outlines the terms and conditions pursuant to which OCAL Financial and Ronin will complete a transaction that will result in a reverse takeover of Ronin by OCAL Financial (the “ Proposed Transaction ”). The Proposed Transaction will not be a Non-Arm’s Length Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies (“ Policy 2.4 ”) of the TSX Venture Exchange (the “ Exchange ”) Corporate Finance Manual (the “ Manual ”), and, if completed, will constitute Ronin’s “Qualifying Transaction” (as such term is defined in Policy 2.4). Upon completion of the Qualifying Transaction, it is anticipated that the Resulting Issuer (as defined below) will be listed as a Tier 2 Technology Issuer on the Exchange.

In connection with the Proposed Transaction, OCAL Financial and Ronin will issue a subsequent news release setting out further information contemplated in Policy 2.4.

OCAL Financial

OCAL Financial was incorporated on April 23, 2021, pursuant to the British Columbia Business Corporations Act (“ BCBCA ”).

OCAL Financial is a Canadian fintech company redefining how consumers access vehicle financing. Operating as a fully licensed virtual brokerage, OCAL connects borrowers, ranging from prime to deep subprime, to a nationwide network of regulated lenders through a proprietary digital platform.

The Company does not carry inventory or underwrite loans. Instead, it earns commission-based revenue by brokering financing, insurance, and value-added services (warranties, delivery, and document prep). Management believes that 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 $ 6,840,004 and $ 5,769,393 , respectively (each, unaudited). Based on OCAL Financial’s unaudited financial statements for the years ended August 31, 2025, OCAL Financial had total assets of $ 798,790 , total liabilities of $ 2,627,441 , revenues of $ 6,840,004 , and net loss of $ 265,208 .

Ronin Ventures Corp.

Ronin was incorporated on January 18, 2022, pursuant to the BCBCA and is a Capital Pool Company (as defined in the Manual) 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. Except as specifically contemplated in Policy 2.4 of the Exchange Corporate Finance Manual, until the completion of its Qualifying Transaction (as defined in the policies of the Exchange), 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.

Proposed Transaction Summary

The Proposed Transaction is expected to be structured as a three-cornered amalgamation pursuant to the provisions of the BCBCA, whereby Ronin will incorporate a wholly-owned subsidiary under the BCBCA, which will amalgamate with OCAL Financial (the “ Amalgamation ”) to form a newly amalgamated company (“ Amalco ”). In connection with the Amalgamation, holders of common shares in the capital of OCAL Financial (“ OCAL Financial Shares ”) will receive common shares in the capital of the Resulting Issuer (as defined below) for each OCAL Financial Share held immediately before the Amalgamation and the holders of warrants to purchase OCAL Financial Shares will receive warrants to acquire common shares in the capital of the Resulting Issuer for each OCAL Financial warrant held immediately before the Amalgamation.

The Proposed Transaction is subject to the parties entering into a definitive agreement in respect of the Proposed Transaction (the “ Definitive Agreement ”) on or before March 16, 2026, or such other date as OCAL Financial and Ronin may mutually agree. Completion of the Proposed Transaction is also subject to a number of other customary conditions, including obtaining all necessary board, shareholder and regulatory approvals, including Exchange approval. Pursuant to the Proposed Transaction, Ronin shall change its name to “OCAL Financial Inc.”, or such other name requested by OCAL Financial acting reasonably, and as may be acceptable to the Exchange and regulatory authorities (the “ Resulting Issuer ”) and it will adopt a new stock symbol. Concurrently with the closing of the Proposed Transaction, the new board of directors of the Resulting Issuer may issue additional stock options to directors, officers, employees and consultants of the Resulting Issuer in accordance with the existing Ronin stock option plan, applicable Exchange policies and securities laws. Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of OCAL Financial, and Amalco will be a wholly-owned subsidiary of the Resulting Issuer.

It is not currently anticipated that the Proposed Transaction will require the approval of the shareholders of Ronin, as it is not a Non-Arm’s Length Qualifying Transaction (as defined in Policy 2.4) or a related party transaction pursuant to the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions .

Pursuant to the terms of the Proposed Transaction, Ronin will acquire all of the securities of OCAL Financial. As consideration for each common share of OCAL Financial, Ronin will issue the Company shareholder common shares of the Resulting Issuer, on a one-for­ one basis.

Concurrent Financing

OCAL Financial or one of its affiliates shall complete, prior to or concurrently with the Proposed Transaction, a private placement of subscription receipts or special warrants (the “ Concurrent Securities ”) at a price of $0.25 per security for minimum aggregate gross proceeds of $1,000,000 and up to a maximum of $2,500,000 (the “ Offering ”).  The Offering may close in one or more tranches, and shall be completed on terms acceptable to OCAL Financial, acting reasonably.

It is contemplated that the Concurrent Securities issued in the Offering will be exchangeable or converted into units of OCAL Financial comprised of common shares and warrants of OCAL Financial prior to the closing of the Proposed Transaction and subsequently exchanged for units of the Resulting Issuer upon completion of the Proposed Transaction.

Assuming the minimum proceeds are raised under the Offering, the number of common shares of the Resulting Issuer (“ Resulting Issuer Shares ”) that will be issued and outstanding upon completion of the Proposed Transaction will be approximately 33,423,404 Resulting Issuer Shares. Assuming the maximum proceeds are raised under the Offering, the number of Resulting Issuer Shares that will be issued and outstanding upon completion of the Proposed Transaction will be approximately 39,423,404 Resulting Issuer Shares.

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.

Officers and Directors

Prior to completion of the Proposed Transaction and subject to approval by the Exchange and the filing of all required materials, it is currently expected that the board of directors of the Resulting Issuer will be reconstituted to comprise a slate of up to four (4) directors, at least two (2) directors of which will be independent, and will be comprised of the following individuals: Michael Stier, Matthew Friesen, Mehdi Moghareh and one remaining independent director to be determined by OCAL Financial.

Upon completion of the Proposed Transaction, the Chief Executive Officer of the Resulting Issuer will be Mehdi Moghareh, the Chairman of the Resulting Issuer will be Matthew Friesen, and the Chief Financial Officer of the Resulting Issuer will be Terence Lee, or such other persons as determined by a majority of the board of directors of the Resulting Issuer.

Mehdi Moghareh – Director & Chief Executive Officer

With a distinguished career spanning over 25 years, Mehdi Moghareh is the co-founder of OCAL Financial. Mehdi helped transform a vision into a pioneering virtual automotive finance platform known for redefining the car buying experience.

Mehdi’s extensive background includes high-level roles with renowned brands such as Nissan, Mitsubishi, Volkswagen, Porsche, Infiniti, Mazda, Kia, and Hyundai, where he contributed to the growth and success of multiple dealership groups, as a Vice President and Dealership Manager. This diverse brand experience not only showcases his comprehensive industry knowledge but also his ability to innovate and lead in a competitive landscape.

At OCAL Financial, Mehdi blends his passion for customer service with a forward-thinking approach, positioning the company as the “Amazon of automotive sales.” His commitment to excellence and innovation makes him a standout leader in the industry, driving OCAL Financial.

Matthew Friesen – Director & Chairman

Mr. Friesen is an accomplished business professional with over two decades of experience in finance, sales, and strategic business development.  His extensive background encompasses the successful operation and growth of an injection molding manufacturer, Global Plastics, growing the company to become the world's largest dispenser manufacturer for the paper industry until its acquisition by a major New York private equity group as well as 15 years in the auto auction business. 

Following the sale of Global Plastics, Mr. Friesen occupied various roles with Dispensing Dynamics International, including Executive VP of Worldwide Sales & Marketing, and consultant to the Chief Executive Officer.  He currently serves as a director and the Chief Executive Officer of Barbizon Ventures Inc., a private equity investment firm headquartered in British Columbia, and he has served as a Director and on the Board of a Nasdaq listed company.  Mr. Friesen attended the University of British Columbia, and obtained a diploma in Financial Management, Investment Option (Honors) from the British Columbia Institute of Technology.

It is expected that Matthew Friesen will be an Insider of the Resulting Issuer.

Michael Stier – Director

Educated in business management & finance, Mr. Stier has spent the past 20 years focused on and building expertise in the capital markets. Experienced in corporate structure, finance, business development, IPO’s, M&A, and wealth management, Mr. Stier served as a CIBC IIROC licensed Senior Financial Advisor, senior analyst for a private equity company and more recently holds executive and directorship roles with private companies and publicly listed issuers. He has consulted in industries including mining, oil & gas, fintech, VR, eSports, health, life sciences and biotech. Mr. Stier has acted for several public entities and currently sits on the board of GoldHaven Resources Corp.

Non-Arm’s Length Parties

No Non-Arm’s Length Parties (as such term is defined in the Manual) of Ronin have a direct or indirect beneficial interest in OCAL Financial, as set out below.

No Non-Arm’s Length Parties to Ronin are Insiders (as such term is defined in the Manual) of OCAL Financial.

No party or their respective Associates or Affiliates (as such terms are defined in the Manual), is a Control Person (as defined in the Manual) of both OCAL Financial and Ronin and as such, the Proposed Transaction will not be a Non-Arm’s Length Qualifying Transaction (as defined in Policy 2.4).

There is no relationship between or among the Non-Arm’s Length Parties to OCAL Financial and the Non-Arm’s Length Parties to the Qualifying Transaction (as such term is defined in Policy 2.4).

Sponsorship

If no sponsorship exemption is available, the parties intend to apply to the Exchange for a sponsorship waiver.

Trading in Ronin Shares

Trading in Ronin Shares has been halted in compliance with the policies of the Exchange. Trading in Ronin Shares will remain halted pending the review of the Proposed Transaction by the Exchange and satisfaction of the conditions of the Exchange for resumption of trading. It is likely that trading in the Ronin Shares will not resume prior to the closing of the Proposed Transaction.

Additional Information

Further updates in respect of the Qualifying Transaction will be provided in a subsequent news release. Also, additional information concerning the Qualifying Transaction, Ronin, OCAL, and the Resulting Issuer will be provided in the filing statement (the " Filing Statement ") to be filed by the Company and OCAL in connection with the Qualifying Transaction, which will be available in due course under the Company's SEDAR+ profile at www.sedarplus.ca.

No deposits, advances or loans have been or are intended to be made in connection with the Qualifying Transaction.

About 1301756 B.C. Ltd. (dba) OCAL Financial

OCAL Financial is a Canadian fintech company transforming the automotive financing experience through a fully virtual, AI-enhanced, and regulation-compliant brokerage model. Founded in 2021 and headquartered in Vancouver, BC, OCAL replaces traditional dealership infrastructure with a tech-first, customer-centric alternative—streamlining how Canadians finance and take delivery of their vehicles.

About Ronin Ventures Corp .

Ronin Ventures is a Capital Pool Company (as defined in the Manual) 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 Exchange Corporate Finance Manual, until the completion of its Qualifying Transaction (as defined in the policies of the Exchange), 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 Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking statements” and "forward-looking information" within the meaning of applicable securities laws (collectively, “ forward-looking statements ”), including statements regarding the plans, intentions, beliefs and current expectations of OCAL Financial and Ronin with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes, without limitation, information regarding: (a) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied including, but not limited to, the necessary board and regulatory approvals and the timing associated with obtaining such approvals, if at all; (b) the timing for completing the Proposed Transaction, if at all, and the conditions to such transaction; (c) the timing associated with entering into the Definitive Agreement and the terms and conditions therein; (d) the Concurrent Financing including the size and timing associated with completing such financing; (e) the business plans and expectations of Ronin; (f) trading in shares of Ronin and when such trading will resume, if at all; (g) the issuance of and timing associated with issuing a further comprehensive news release or news releases; and (h) expectations for other economic, business, and/or competitive factors.

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: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and board approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations; compliance with extensive government regulation and the costs associated with compliance; costs of building and developing projects and product opportunities; the risks and uncertainties associated with capital markets; and the diversion of management time on the Proposed Transaction. These forward-looking statements may be affected by risks and uncertainties in the business of OCAL Financial and Ronin and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although OCAL Financial and Ronin have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. OCAL Financial and Ronin do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Ronin should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

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