OCAL Financial Inc. Finalizes Qualifying Transaction, Begins Trading on TSX Venture Exchange as AI-Driven Remote Auto Dealership

Successful Completion of Three-Cornered Amalgamation Transaction

OCAL Financial Inc. has successfully completed its qualifying transaction with Ronin Ventures Corp. via a three-cornered amalgamation. Following this, Ronin Ventures Corp. was renamed OCAL Financial Inc. and now operates the OCAL business. This transaction marks the company’s transition from private to public ownership under the regulatory oversight of the TSX Venture Exchange.

Principal-held securities are subject to escrow as per Exchange requirements. Detailed information on the company’s business structure, financial position, and qualifying transaction mechanics is available in the Filing Statement dated July 9, 2026, accessible through the company’s SEDAR+ profile.

Capital Structure and Share Issuance Post-Qualifying Transaction

After completing the qualifying transaction and concurrent subscription-receipt financing, OCAL Financial Inc. has 36,667,803 common shares issued and outstanding. This capital structure combines shares from the former Ronin Ventures Corp. and equity raised through the financing associated with the qualifying transaction.

The company has implemented a "clean capital structure" with a defined use of proceeds and governance framework designed to support growth. Although the exact capital raised was not disclosed, OCAL intends to deploy funds in a disciplined manner focused on measurable growth objectives.

Experienced Leadership and Board Composition

OCAL’s board and management team bring diverse expertise in finance, automotive operations, and public-company governance. Matthew Friesen, Chairman and Director, is a co-founder of OCAL and CEO of a private equity investment firm. Mehdi Moghareh, CEO and Director, is an automotive-industry veteran with extensive experience in dealership operations, logistics, and platform development.

Terence Lee, CFO and Corporate Secretary, is a Chartered Professional Accountant skilled in IFRS financial reporting. The board also includes independent capital markets professional Michael Stier and director Robert Birmingham, balancing operational automotive expertise with public-market compliance and financial reporting capabilities.

Remote-First Automotive Finance Business Model

OCAL operates as a virtual automotive dealership under a "finance-first" model: customers secure financing approval before vehicle sourcing. Operating fully remotely without owned inventory, vehicles are sourced post-approval via the OPENLANE auction network and select partners. This asset-light approach contrasts with traditional dealerships requiring physical locations and inventory investment.

Revenue derives from vehicle sales and related finance and protection products. OCAL does not hold consumer loans or assume credit-default risk, reducing exposure to credit losses and simplifying operational and regulatory requirements. This model aligns with evolving Canadian consumer preferences and lender infrastructure.

Proprietary AI-Native Technology Platform

OCAL’s proprietary AI-native platform is purpose-built for automotive transactions, comprising AI-driven workflow orchestration, a lender-routing credit-intelligence system, voice AI for customer interaction, and a centralized business intelligence system aggregating operational data and metrics.

This technology aims to compress transaction cycle times and enhance consistency as volume grows by automating processes and enabling data-driven decisions. Specific performance metrics were not disclosed.

Market Trends and Consumer Preferences Driving Growth

Industry data cited in the announcement shows most Canadian consumers now prefer digital or fully online financing experiences. Lenders increasingly support remote documentation and e-signatures, while few dealerships currently offer fully remote financing. OCAL’s public market entry coincides with this shift toward digital-first automotive transactions.

The company did not provide specific market size projections or market share targets.

Current Operations and Expansion Strategy

OCAL holds motor-dealer licenses in British Columbia and Alberta with established operating history. The company plans to expand into Ontario next and has forward-looking plans for U.S. markets including Washington, Arizona, and Nevada, contingent on licensing, approvals, and market conditions.

Growth will follow a "measured, milestone-driven" approach tied to operational and financial milestones, though specific timelines and metrics were not disclosed.

Governance and Disclosure Commitments as a Public Company

OCAL commits to disciplined disclosure, governance, and reporting as a public issuer. Leadership emphasizes converting its operating track record into transparent, measurable shareholder growth through regular disclosures and performance metrics.

Chairman Matthew Friesen highlighted the company’s "clean capital structure, defined use of proceeds, and governance framework built for scale," underscoring readiness for public-company responsibilities and transparent growth.

Forward-Looking Expansion Plans and Regulatory Considerations

The company’s forward-looking plans include expansion into Ontario, Quebec, and U.S. states Washington, Arizona, and Nevada, subject to licensing and market conditions. No timelines, capital requirements, or financial forecasts were provided.

OCAL’s expansion depends on securing motor-dealer licenses and complying with provincial and state regulations, reflecting the highly regulated nature of automotive finance and dealership operations.