#Canada #Vancouver #Private Placement #XRP Healthcare #AAJ Capital

XRP Healthcare MA Holding Inc. Announces Private Placement of Subscription Receipts

XRP Healthcare M&A Holding Inc., a prominent entity in the healthcare sector, has made a significant announcement regarding its plans for financial growth. The company has revealed that it will conduct a non-brokered private placement of subscription receipts, aiming to bolster its capital base. The confirmed offering will consist of at least 4,450,000 subscription receipts priced at CAD$0.40 each, which could generate total gross proceeds of approximately CAD$1,780,000.

Details of the Offering

This fundraising initiative is linked to XRP Healthcare's ongoing efforts to merge with AAJ Capital 3 Corp., a company listed on the TSX Venture Exchange. This anticipated merger is referred to as the Qualifying Transaction. Once the conditions for escrow release are met, each subscription receipt will automatically convert into a unit comprising one common share of the resulting issuer alongside one common share purchase warrant. This arrangement emphasizes the strategic nature of the transaction, which will enhance the company’s operational capabilities.

In essence, each warrant will empower its holder to purchase an additional common share at an exercise price of CAD$0.60, with a valid period running for five years following the completion of the Qualifying Transaction. These strategic moves underline XRP Healthcare’s commitment to acquiring necessary funding for human capital, operational expenses, and future acquisitions that will amplify its healthcare delivery services across Africa.

Background on the Qualifying Transaction

XRP Healthcare and AAJ Capital entered a definitive agreement on July 14, 2025, laying out the main terms of their merger. Once finalized, the combined entity will operate under the auspices of XRP Healthcare and will focus on implementing a technology-driven, vertically-integrated healthcare delivery system in Africa. The projected valuation for XRP Healthcare in alignment with the Qualifying Transaction is approximately CAD$14,996,984, a clear testament to its elevated market position.

Conditions for Completion

It's important to note that this offering's realization hinges on several factors including the approval of the definitive transaction agreement, satisfactory due diligence, requisite director and shareholder approvals, as well as regulatory endorsements from the TSX Venture Exchange. Given the complexity of such transactions, there are inherent risks and uncertainties that could impact the outcome of the merger and fundraising drive.

XRP Healthcare has cautioned that there is no guaranteed outcome for the successful execution of the proposed Qualifying Transaction or the completion of this offering as initially outlined.

Moreover, the risks encompass not only the negotiation process but also the potential impact of global economic conditions and specific regulatory challenges pertinent to the company’s operations in its target markets. As such, both potential investors and stakeholders are urged to proceed with due diligence and consider the broader context before engaging with these financial opportunities.

In summary, XRP Healthcare M&A Holding Inc.'s latest fundraising initiative and planned merger with AAJ Capital signify a pivotal moment for the company, aiming to establish a strengthened presence in the healthcare market, particularly within Africa. Stakeholders will be keenly monitoring the developments as these transactions unfold, marking a redefining period for XRP Healthcare's strategic trajectory.

This announcement does not constitute an offer to sell or solicit of any securities and should not be regarded as such in jurisdictions where the offering would be prohibited due to registration requirements. The securities involved remain unregistered under the relevant U.S. legislation, thus restricting their sale within the United States.