AAJ Capital 3 Corp. and XRP Healthcare M&A Holding Inc. Announce Letter of Intent for Qualifying Transaction and Proposed Minimum CAD$ 1.3 Million Concurrent Financing

About this update from Aaj Capital 3 Corp.

[{"type":"text","content":"AAJ Capital 3 Corp. and XRP Healthcare M&A Holding Inc. Announce Letter of Intent for Qualifying Transaction and Proposed Minimum CAD$ 1.3 Million Concurrent Financing\n\n\n (TheNewswire)\n \n\n\n\n\n\n\n\n\n VANCOUVER, BRITISH COLUMBIA and\nDUBAI, UAE – May 16, 2025\n \n\n –\n \n\n TheNewswire -\n \n\n AAJ Capital 3 Corp.\n(the “\n \n\n CPC\n \n\n ” or “\n \n\n AAJ\n \n\n ”) (TSXV:AAAJ.P), a capital pool company,\nand XRP Healthcare M&A Holding Inc. (“\n \n\n XRP Healthcare\n \n\n ” or\n“\n \n\n XRP\n \n\n ”), a private company incorporated under the laws of Dubai,\nUAE, are pleased to announce that they have entered into a non-binding\nletter of intent (the “\n \n\n LOI\n \n\n ”) effective May 14, 2025. The LOI\noutlines the principal terms and conditions upon which AAJ and XRP\nHealthcare intend to complete a transaction (the “\n \n\n Proposed Transaction\n \n\n ”) that will result in a reverse takeover of AAJ by XRP\nHealthcare. The Proposed Transaction, if completed, will constitute\nAAJ’s “Qualifying Transaction” (as such term is defined in\nPolicy 2.4 –\n \n\n Capital Pool\nCompanies\n \n\n of the TSX Venture Exchange (the\n“\n \n\n Exchange\n \n\n ”)).\n \n\n\n\n Upon successful completion of the Proposed Transaction,\nthe combined entity (the “\n \n\n Resulting Issuer\n \n\n ”) will continue the\nbusiness of XRP Healthcare. All amounts referred to herein are in\nCanadian dollars unless otherwise indicated. The terms and conditions\ncontained in the LOI are non-binding except for provisions relating to\nconfidentiality, expenses, non-solicitation, and governing law.\n \n\n\n\n Terms of the Proposed\nTransaction\n \n\n\n\n Pursuant to the terms of the LOI, AAJ and XRP\nHealthcare will negotiate and enter into a definitive agreement (the\n“\n \n\n Definitive\nAgreement\n \n\n ”) incorporating the principal terms\nof the LOI. Upon completion of the Proposed Transaction, AAJ will have\nacquired 100% ownership of XRP Healthcare, and the business of XRP\nHealthcare will become the business of the Resulting Issuer. The final\nstructure of the Proposed Transaction is subject to satisfactory tax,\ncorporate, and securities law advice for both AAJ and XRP\nHealt...

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