We are pleased to announce that Alarar Capital Group has been appointed as the exclusive financial advisor to XRP Healthcare M&A Holding Inc. (“XRP”), a corporation organized under the laws of the Abu Dhabi Global Markets (ADGM), in connection with its definitive agreement for a proposed business combination with AAJ Capital 3 Corp. (TSXV: AAAJ.P) (“AAJ”), a capital pool company under the policies of the TSX Venture Exchange (“TSXV” or the “Exchange”).
Further to AAJ’s press release dated May 19, 2025, and the non-binding letter of intent entered into on May 11, 2025, AAJ has now entered into a definitive share exchange agreement dated July 14, 2025 (the “Definitive Agreement”), which outlines the terms of the proposed transaction (the “Proposed Transaction”). AAJ anticipates that this transaction will constitute its “Qualifying Transaction” pursuant to Policy 2.4 – Capital Pool Companies of the Exchange. Upon completion of the Proposed Transaction, AAJ (the “Resulting Issuer”) will continue the business of XRP.
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.
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.
AAJ Capital 3 Corp. is incorporated under the Business Corporations Act (British Columbia) and is a capital pool company within the meaning of the policies of the Exchange. AAJ has not commenced operations and has no assets other than cash. AAJ’s principal business is the identification and evaluation of assets or businesses with a view to completing a “Qualifying Transaction” under Policy 2.4.
XRP Healthcare M&A Holding Inc. (“XRP”) is a privately held company incorporated in Abu Dhabi, United Arab Emirates, focused on modernizing healthcare access across emerging markets. Through strategic acquisitions and proprietary point-of-care diagnostics, the company operates a growing pharmacy and wholesale distribution network and aims to scale integrated health services across Africa. XRP also leverages its AI-powered digital platform, XRPH AI, to enhance patient engagement, deliver multilingual healthcare support, and improve health outcomes across the regions it serves. The company operates through its 90%-owned subsidiary in Uganda.
Following the completion of the Proposed Transaction, the Resulting Issuer will wholly-own XRP Healthcare M&A Holding Inc., whereby the XRP will continue to control and operate its 90% owned subsidiary Pharma Ville Limited.
A summary of select audited financial information of XRP for the year ended June 30th, 2024 is included in the table below:
| June 30, 2024
CAD |
|
| Total Assets | $723,039.64 |
| Total Liabilities | $468,733.48 |
| Revenues | $1,859,913.43 |
| Net profit (Loss) | (282,991.25) |
Additional financial information with respect to XRP will be provided in the listing statement to be filed in connection with the Proposed Transaction.
Further to the LOI Press Release, and subject to further determination, it is currently anticipated that all of the current directors and officers of AAJ will resign from their respective positions with AAJ in connection with the closing of the Proposed Transaction. Whitney Lynn, Kain Roomes, Laban Roomes, Keith Errey and Joseph Swantack Jr. are expected to constitute the board of directors of the Resulting Issuer and it is still anticipated Kain Roomes will be appointed Chief Executive Officer. Anna Skowron is expected to be appointed the Chief Financial Officer of the Resulting Issuer.
The following are other Principals or Insiders (as those terms are defined in TSXV policies) currently contemplated in connection with the Resulting Issuer. If any further Principals or Insiders are proposed in connection with the Resulting Issuer, such other persons will be disclosed in a subsequent press release of AAJ. Certain common shares of the Resulting Issuer to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSXV, including the securities to be issued to Principals, which will be subject to the escrow requirements of the Exchange.
XRP Healthcare M&A Holding Inc. (“XRP”) is a privately held company incorporated in Abu Dhabi, United Arab Emirates, focused on modernizing healthcare access across emerging markets. Through strategic acquisitions and proprietary point-of-care diagnostics, the company operates a growing pharmacy and wholesale distribution network and aims to scale integrated health services across Africa. XRP also leverages its AI-powered digital platform, XRPH AI, to enhance patient engagement, deliver multilingual healthcare support, and improve health outcomes across the regions it serves. The company operates through its 90%-owned subsidiary in Uganda. XRP Healthcare M&A Holding Inc. was incorporated in February 19th, 2025, that holds 90% of the PharmaVille Shares. The shareholders of XRP are Kain Roomes (holding 50%), and Laban Roomes (holding 50%).
Pharma Ville Limited incorporated in 2016, Pharma Ville is a well-established pharmaceutical company headquartered in Kampala, Uganda, operating a total of seven branches—including five wholesale distribution centers and two retail pharmacies. Its wholesale operations supply a broad range of pharmaceutical products to hospitals, clinics, and pharmacies throughout the region, while its retail outlets serve local communities with accessible prescription and overthe-counter medications. Known for its regulatory compliance, experienced team, and market presence, Pharma Ville represents a strong platform for growth within the region. As part of its integration into XRP Healthcare’s expanding network, Pharma Ville is expected to benefit from enhanced operational systems and alignment with the company’s AIpowered healthcare initiatives—supporting efficiency, data-driven insights, and improved patient outcomes. The shareholders of Pharma Ville are XRP Healthcare Holding Inc. (holding 90%), Richard Kitaka Kitonsa (holding 5%), and Ssegawa Rebecca Nabasirye (holding 5%).
As disclosed in the LOI Press Release, AAJ and XRP jointly intends to make an application for waiver from the sponsorship requirements of the TSXV in connection with the Proposed Transaction; however, there is no assurance that the TSXV will waive all or part of applicable sponsorship requirements.
As disclosed in the LOI Press Release, in accordance with the policies of the TSXV, trading in the AAJ Shares has been halted and is not expected to resume trading until completion of the Proposed Transaction or until the TSXV receives the requisite documentation to resume trading.
As the Proposed Transaction is not a “Non-Arm’s Length Qualifying Transaction” (within the meaning of Policy 2.4 of the Exchange), it is not anticipated that the Proposed Transaction will require approval of the AAJ Shareholders. However, the Name Change, the Resulting Issuer director appointments and the implementation of an equity incentive plan for the Resulting Issuer will require the approval of AAJ Shareholders at an annual and special meeting of AAJ Shareholders (the “AAJ Meeting“) that is expected to be held prior to the completion of the Proposed Transaction. Further details with respect to the matters to be approved at the AAJ Meeting will be contained in the management information circular prepared in connection with AAJ Meeting and available for review on AAJ’s SEDAR+ profile at www.sedarplus.ca.
Alarar Capital 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.
“Reaching the Definitive Agreement is a meaningful milestone in a complex, multi-jurisdictional process. Our role has been to help shape a structure that meets the demands of both capital markets and regulatory frameworks. We’re pleased to support the parties as the transaction advances toward completion.”— Charles Chong, Vice President, Alarar Capital Group
Alarar Capital Group is a globally based investment bank and management consultancy firm, specializing in bridging Asia and the West. Our services encompass a full spectrum of financial solutions, including IPOs, M&A, financing, venture capital, and SPACs. Alarar Capital Group also includes an independent consulting division dedicated to addressing the unique challenges faced by companies operating across both Asian and Western markets. Headquartered in Hong Kong, with offices across Mainland China, the USA, Malaysia, Indonesia, Vietnam, India, Sweden, and the UAE, we are well-positioned to provide cross-border financial and advisory services.
Our commitment to anticipating market trends and delivering client-centered solutions has earned Alarar Capital Group the Frost & Sullivan 2024 Company of the Year Award in the Asian mid-market investment advisory sector.
Charles Chong
Vice President
[email protected]
Anna Sahlberg Carlsson
Marketing Manager
[email protected]
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