AAJ Capital 3 Corp. Announces Definitive Agreement for Qualifying Transaction with XRP Healthcare M&A Holding Inc.

AAJ Capital 3 Corp. (TSXV: AAAJ.P) (“AAJ“), a capital pool company as defined under the policies of the TSX Venture Exchange (“TSXV” or the “Exchange“), is pleased to announce that, further to its press release dated May 19, 2025 (the “LOI Press Release“) and the non-binding letter of intent dated May 11, 2025 with XRP Healthcare M&A Holding Inc. (“XRP“), a corporation organized under the laws of the Abu Dhabi Global Markets (ADGM), it has entered into a share exchange agreement dated July 14, 2025 (the “Definitive Agreement“) in respect of a proposed business combination of AAJ and XRP (the “Proposed Transaction“), which AAJ anticipates will constitute its “Qualifying Transaction” pursuant to Policy 2.4 – Capital Pool Companies of the Exchange (“Policy 2.4“), as such term is defined in the policies of the Exchange. AAJ, as it exists upon completion of the Proposed Transaction (the “Resulting Issuer“), will continue the business of XRP.

Terms of the Proposed Transaction

The Definitive Agreement was negotiated at arm’s length and sets out that, among other things, at closing of the Proposed Transaction, AAJ will issue 37,492,460 common shares in the capital of AAJ (the “AAJ Shares“) to each of the shareholders of XRP in exchange for each ordinary share held in the capital of XRP (the “XRP Shares“) rounded down to the nearest whole number, which is expected to result in a deemed transaction price of CAD$0.40 per AAJ Share.

There are currently 6,450,000 AAJ Shares issued and outstanding with no intention to consolidate or split such shares in connection with the Proposed Transaction. There are also currently 645,000 options to purchase AAJ Shares (the “AAJ Options“) issued and outstanding.

There are currently 1,000,000 XRP Shares issued and outstanding with no intention to consolidate or split such shares in connection with the Proposed Transaction. There are no other securities of XRP issued and outstanding.

It is anticipated that the Resulting Issuer will change its name to ” XRP Healthcare M&A Holding Inc. “, or such other name as may be determined by XRP in its sole discretion, subject to approval by the shareholders of AAJ (the “AAAJ Shareholders“), the TSXV and any other relevant regulatory authorities (the “Name Change“).

Pursuant to the Definitive Agreement, the completion of the Proposed Transaction remains subject to certain conditions precedent that must be satisfied or waived, including, but not limited to: (i) tendering of closing deliverables; (ii) requisite Exchange and other regulatory approvals; (iii) requisite approvals of the AAJ Shareholders for the Name Change, reconstitution of the board of directors and the implementation of an equity incentive plan; (iv) completion of the Private Placement; (v) the preparation of requisite financial statements of XRP; (vii) requirements of sponsorship being met or waived; (viii) no material adverse change occurring with respect to AAJ or XRP between the date of entering into the Definitive Agreement and the closing date of the Proposed Transaction; and (ix) the closing date occurring on or before October 31, 2025. If all conditions to the completion of the Proposed Transaction are satisfied or waived, the Proposed Transaction is expected to be carried out.

The Proposed Transaction will not constitute a “Non-Arm’s Length Qualifying Transaction” (within the meaning of Policy 2.4 of the Exchange).

After giving effect to the Proposed Transaction, the shareholders of XRP (the “XRP Shareholders“) will collectively exercise control over the Resulting Issuer. However, as at the date hereof, it is not possible for the parties to determine the number of AAJ Shares that will be issued upon completion of the Proposed Transaction nor the ownership percentages associated with the AAJ Shareholders and the XRP Shareholders immediately prior to the completion of the Proposed Transaction as this will depend upon and the Private Placement, such factors having an impact on the total number of AAJ Shares that will be issued in connection with the Proposed Transaction. Upon the foregoing being determined, AAJ will issue a press release advising of such.

It is intended that the Resulting Issuer will be listed on the TSXV as a Tier 2 Industrial/Healthcare Issuer, subject to TSXV approval.

Private Placement

Further to the LOI Press Release, in connection with the Proposed Transaction, AAJ intends to complete a private placement of a minimum of  4,450,000 subscription receipts of AAJ  Shares to raise gross proceeds of up a minimum of CAD $1,780,000 (the “Private Placement“) at a price of what is expected to be CAD$0.40 per AAJ Share (the “Offering Price“). The proceeds of the Private Placement are intended to be used for expansion of XRP’s fund expansion, operational scale-up and general corporate and working capital purposes.