XRP HEALTHCARE M&A HOLDING INC. ANNOUNCES PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC and DUBAI, UAE , Aug. 11, 2025 /PRNewswire/ -- XRP Healthcare M&A Holding Inc. ("XRP Healthcare" or the "Company") is pleased to announce a non-brokered private placement of subscription receipts (the "Offering"). The Offering will consist of a minimum of 4,450,000 subscription receipts (the "Subscription Receipts") at a price of CAD$0.40 per Subscription Receipt for minimum gross proceeds of CAD$1,780,000.

The Offering is being conducted in connection with the Company's proposed business combination with AAJ Capital 3 Corp. ("AAJ"), a capital pool company listed on the TSX Venture Exchange ("TSXV"), which is intended to constitute AAJ's Qualifying Transaction (the "Qualifying Transaction").

Each Subscription Receipt will, upon satisfaction of the escrow release conditions, automatically convert, without payment of additional consideration, into one unit of the Company (a "Unit"). Each Unit will be comprised of one common share of the Resulting Issuer (a "Resulting Issuer Share") and one common share purchase warrant (each whole warrant, a "Warrant").

Each Warrant will entitle the holder thereof to acquire one Resulting Issuer Share at an exercise price of CAD$0.60 for a period of 60 months following the closing of the Qualifying Transaction.

The gross proceeds from the Offering will be held in escrow by Endeavor Trust Corporation (the "Escrow Agent"), pending the satisfaction of the escrow release conditions.

The net proceeds from the Offering are intended to be used to fund strategic acquisitions, for human capital, and for the working capital and general corporate purposes of the Resulting Issuer following the completion of the Qualifying Transaction.

On July 14, 2025, XRP Healthcare and AAJ entered into a defintive agreement outlining the principal terms for the Qualifying Transaction. Upon completion, the combined entity (the "Resulting Issuer") will be publicly listed on the TSXV and will continue the business of XRP Healthcare, focusing on technology-enabled, vertically integrated healthcare delivery in Africa. The deemed pre-money valuation for XRP Healthcare under the Qualifying Transaction is CAD$14,996,984.

Completion of the Offering and the release of funds from escrow are conditional upon, among other things: (i) the execution of a definitive transaction agreement between the Company and AAJ; (ii) satisfactory due diligence; (iii) receipt of all necessary director, shareholder, and regulatory approvals, including the conditional approval of the TSXV for the Qualifying Transaction and the Offering; and (iv) other customary closing conditions. There can be no assurance that the Qualifying Transaction or the Offering will be completed as proposed or at all.

Forward-Looking Information       

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Such information includes, but is not limited to, statements regarding the proposed Offering, the terms of the Subscription Receipts, Units and Warrants, the proposed Qualifying Transaction, the satisfaction of the escrow release conditions, the anticipated use of proceeds from the Offering, the listing of the Resulting Issuer's shares on the TSXV, and the Company's business strategy and objectives.

Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. The material assumptions underlying these statements include, but are not limited to: the ability of the parties to successfully negotiate and execute a definitive transaction agreement; the satisfaction of all conditions precedent to the Qualifying Transaction, including the completion of satisfactory due diligence; the approval of the Offering and the Qualifying Transaction by the TSXV and any required shareholders; sufficient investor demand to complete the Offering for the minimum gross proceeds; and general business and economic conditions.

The risks and uncertainties include, but are not limited to: the risk that a definitive transaction agreement is not executed; the risk that the conditions precedent to the completion of the Qualifying Transaction or the Offering are not satisfied or waived; the risk that required regulatory, exchange, or shareholder approvals are not obtained; the failure to raise the minimum required capital in the Offering; and other risks and uncertainties inherent in the Company's business, including the political, economic, and regulatory risks associated with operating in its target markets.

The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction, including the United States. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from such registration requirements.

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.

For further information, please contact:

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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