VANCOUVER, BRITISH COLUMBIA and DUBAI, UAE – May 16, 2025 – TheNewswire -  AAJ Capital 3 Corp. (the “CPC” or “AAJ”) (TSXV:AAAJ.P), a capital pool company, and XRP Healthcare M&A Holding Inc. (“XRP Healthcare” or “XRP”), a private company incorporated under the laws of Dubai, UAE, are pleased to announce that they have entered into a non-binding letter of intent (the “LOI”) effective May 14, 2025. The LOI outlines the principal terms and conditions upon which AAJ and XRP Healthcare intend to complete a transaction (the “Proposed Transaction”) that will result in a reverse takeover of AAJ by XRP Healthcare. The Proposed Transaction, if completed, will constitute AAJ’s “Qualifying Transaction” (as such term is defined in Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”)).  

Upon successful completion of the Proposed Transaction, the combined entity (the “Resulting Issuer”) will continue the business of XRP Healthcare. All amounts referred to herein are in Canadian dollars unless otherwise indicated. The terms and conditions contained in the LOI are non-binding except for provisions relating to confidentiality, expenses, non-solicitation, and governing law.

Terms of the Proposed Transaction

Pursuant to the terms of the LOI, AAJ and XRP Healthcare will negotiate and enter into a definitive agreement (the “Definitive Agreement”) incorporating the principal terms of the LOI. Upon completion of the Proposed Transaction, AAJ will have acquired 100% ownership of XRP Healthcare, and the business of XRP Healthcare will become the business of the Resulting Issuer. The final structure of the Proposed Transaction is subject to satisfactory tax, corporate, and securities law advice for both AAJ and XRP Healthcare.

It is intended that the common shares of the Resulting Issuer (the “Resulting Issuer Shares”) will be listed and posted for trading on the Exchange. Concurrent with the completion of the Proposed Transaction, the CPC will change its name to a name determined by XRP Healthcare concurrently with closing of the Proposed Transaction, subject to Exchange approval.

Under the terms of the LOI:

• The deemed value of AAJ on a fully diluted basis at closing shall be CAD$ 1,000,000.  

• The pre-money valuation of XRP Healthcare shall be deemed to be CAD$ 14,996,984.  

• The number of Resulting Issuer Shares to be issued to the shareholders of XRP Healthcare will be determined by dividing CAD$ 14,996,984 by the offering price per Resulting Issuer Share under the Concurrent Financing (as defined below), as mutually agreed by the parties and any appointed lead agent. 

About XRP Healthcare and Strategy of the Resulting Issuer

XRP Healthcare is a private company incorporated in Dubai, UAE, with 100% ownership of a holding corporation that owns multiple pharmacies in Uganda and a point-of-care diagnostics technology business.

Upon completion of the Proposed Transaction, the Resulting Issuer will focus on consolidating and modernizing private healthcare businesses across Uganda, including pharmacies, diagnostics, and clinical service providers. The Resulting Issuer aims to become a significant player in technology-enabled, vertically integrated healthcare delivery in underserved African markets.

Kain Roomes, CEO of XRP Healthcare, commented, “This agreement is a strategic leap toward our vision of transforming healthcare in emerging markets. We’re building a unified, tech-enabled platform across Africa—one that delivers real-world impact, scales responsibly, and positions XRP Healthcare as a category-defining public company.”.

Peeyush Varshney, CEO of AAJ Capital 3 Corp., stated, “We are pleased to have entered into this letter of intent with XRP Healthcare, and now working towards completion of the potential qualifying transaction.”

“XRP Healthcare offers a compelling opportunity to support a forward-thinking, technology-driven healthcare platform focused on underserved African markets.”

Concurrent Financing

In conjunction with, and as a condition to the closing of, the Proposed Transaction, XRP Healthcare and AAJ will complete an equity financing by way of a private placement of securities (the “Concurrent Financing”) to raise aggregate gross proceeds of not less than CAD $1,300,000 (the “Minimum Financing Amount”). The proceeds of the Concurrent Financing are expected to be used to fund the expansion of XRP Healthcare’s operations, for working capital, and for general corporate purposes of the Resulting Issuer.

The LOI further outlines that the Concurrent Financing shall include:

• A minimum commitment of CAD$ 340,000 to be sourced by or attributed to AAJ (the CPC Financing Portion”). This CPC Financing Portion may include funds currently held in the treasury of AAJ, estimated at CAD$ 160,000, with the remainder from third-party funds sourced in cooperation with AAJ or direct investment by AAJ.  

• A matching minimum commitment of CAD$ 340,000 to be sourced by or attributed to XRP Healthcare (the XRP Financing Portion”), through investments from subscribers sourced by XRP Healthcare or from XRP Healthcare directly. The aggregate proceeds from these specific CPC and XRP Financing Portions will be no less than CAD$ 680,000, contributing towards the overall Minimum Financing Amount of CAD $1,300,000. 

The final terms of the Concurrent Financing, including pricing and placement structure for the full Minimum Financing Amount, will be subject to final agreement by the parties, each acting reasonably, and in the context of the market. Commissions and/or finder’s fees may be payable in connection with the Concurrent Financing as permitted by Exchange policies.

Proposed Management and Board of Directors of the Resulting Issuer

Upon completion of the Proposed Transaction, the board of directors of the Resulting Issuer is expected to consist of a minimum of four directors, all of whom shall be designated by XRP Healthcare, with at least two being independent. The current management team of XRP Healthcare will become the management of the Resulting Issuer. Further details regarding the proposed directors and officers will be announced upon the execution of the Definitive Agreement.  

Conditions to Completion of the Proposed Transaction

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to:  

• Execution of the Definitive Agreement on or before July 15, 2025 and with closing to occur on or before August 31, 2025. 

• Completion of satisfactory due diligence by both parties.  

• Receipt of all necessary regulatory, corporate, and shareholder approvals, including the approval of the Exchange for the Proposed Transaction as AAJ’s Qualifying Transaction. 

• Successful completion of the Concurrent Financing for minimum gross proceeds of CAD $1,300,000. 

• No material adverse change in the business, affairs, or financial condition of either AAJ or XRP Healthcare. 

• Filing of a CPC Filing Statement with the Exchange on or prior to August 31, 2025. 

There can be no assurance that the Proposed Transaction or the Concurrent Financing will be completed as proposed or at all.

Sponsorship

Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. AAJ and XRP Healthcare are currently reviewing the Exchange’s requirements for sponsorship and intend to apply for a waiver of the sponsorship requirements. However, there is no assurance that a waiver from this requirement will be obtained.

Trading Halt

Trading in the common shares of AAJ has been halted and will remain halted pending review by the Exchange and satisfaction of Exchange requirements for resumption of trading. It is likely that trading in the common shares of AAJ will not resume prior to the closing of the Proposed Transaction.

About AAJ Capital 3 Corp.

AAJ Capital 3 Corp. is a capital pool company incorporated under the Business Corporations Act (British Columbia). Its principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. AAJ’s issued and outstanding share capital consists of 6,450,000 common shares and 645,000 stock options.

About XRP Healthcare M&A Holding Inc

XRP Healthcare M&A Holding Inc is a private company incorporated under the laws of Dubai, UAE, dedicated to transforming healthcare access and quality in emerging markets. The company currently owns and operates a growing network of pharmacies across Uganda and is advancing a proprietary point-of-care diagnostics technology designed for resource-limited settings. XRP Healthcare is committed to leveraging strategic acquisitions and innovative solutions to build a leading, integrated healthcare platform that delivers affordable and high-quality patient care.

Advisors

ARC Group Limited is acting as the exclusive financial advisor to XRP Healthcare M&A Holding Inc Oakridge Law LLP (Ontario) is serving as legal counsel to XRP Healthcare M&A Holding Inc. McMillan LLP (Vancouver) is serving as legal counsel to AAJ Capital 3 Corp.

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information in this press release may include, without limitation, statements regarding the Proposed Transaction, the terms and conditions of the LOI and the Definitive Agreement, the completion of the Concurrent Financing, the business and strategy of XRP Healthcare and the Resulting Issuer, the proposed directors and officers of the Resulting Issuer, the receipt of all necessary approvals, including Exchange approval, the proposed name change, and the resumption of trading of AAJ’s common shares.  

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of AAJ, XRP Healthcare and the Resulting Issuer to be materially different from those expressed or implied by such forward-looking information, including but not limited to: the risk that the LOI may not proceed to a Definitive Agreement; the risk that the Definitive Agreement may not be executed; the risk that the Proposed Transaction may not be completed as proposed or at all; the risk that the Concurrent Financing may not be completed or for the minimum amount; the risk that necessary approvals will not be obtained; general business, economic, competitive, political and social uncertainties; and other risks common to CPC Qualifying Transactions and to the healthcare and diagnostics industries. Although AAJ and XRP Healthcare have attempted to identify important factors that could cause actual results to differ materially from those contained in 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 information 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 information. AAJ and XRP Healthcare do not undertake to update any forward-looking information, except in accordance with applicable securities laws.  

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.  

Contact Information  

For XRP Healthcare M&A Holding Inc:
Kain Roomes
Chief Executive Officer
Email: kain@xrphealthcare.com

For AAJ Capital 3 Corp.:
Peeyush Varshney
Chief Executive Officer and Chief Financial Officer
Tel: 604-684-2181
Email: Peeyush@varshneycapital.com

 

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