UAE – XRP Healthcare, a UAE-based health-tech company focused on transforming care access in underserved African markets, has signed a non-binding Letter of Intent (LOI) to merge with AAJ Capital 3 Corp., a Canadian capital pool company listed on the TSX Venture Exchange (TSXV: AAAJ.P).
The reverse takeover deal, if completed, would count as AAJ Capital’s Qualifying Transaction under the TSXV’s Policy 2.4.
Once finalized, the combined entity (referred to as the “Resulting Issuer”) will adopt XRP Healthcare’s name and mission while seeking a public listing on the TSX Venture Exchange.
Headquartered in Dubai, XRP Healthcare is on a mission to modernize healthcare delivery across Africa through strategic acquisitions, digital health solutions, and affordable diagnostics.
The company already operates a growing pharmacy network and aims to scale integrated services across the continent.
“This agreement is a strategic leap toward our vision of transforming healthcare in emerging markets,” said Kain Roomes, CEO of XRP Healthcare.
“We’re building a unified, tech-enabled platform across Africa – one that delivers real-world impact, scales responsibly, and positions XRP Healthcare as a category-defining public company.”
Peeyush Varshney, CEO of AAJ Capital 3 Corp., added, “We are pleased to have entered into this LOI with XRP Healthcare and now look forward to working toward the completion of the Qualifying Transaction.”
AAJ Capital 3 Corp. is a Canadian capital pool company focused on identifying and closing a Qualifying Transaction. It currently has over 6.4 million shares outstanding.
The plan includes a corporate name change and a private placement aiming to raise at least CAD$1.3 million.
Proceeds will support growth, operations, and working capital as the company scales its integrated healthcare network across Africa.
ARC Group is serving as the exclusive financial advisor to XRP Healthcare, with Oakridge Law LLP (Ontario) providing legal counsel. McMillan LLP (Vancouver) is advising AAJ Capital 3 Corp.
“We are proud to advise XRP Healthcare on a listing strategy aligned with their long-term vision,” said Charles Chong, Vice President of ARC Group.
“This step establishes the foundation for a disciplined entry into public markets and a platform for resilient growth.”
Key deal terms
Under the proposed transaction, XRP Healthcare will be valued at CAD$14,996,984 (pre-money), while AAJ Capital will be valued at CAD$1,000,000.
The number of shares to be issued will be based on the price agreed in the concurrent financing. The LOI is non-binding, except for certain terms related to confidentiality, expenses, and exclusivity.
Both companies anticipate signing a Definitive Agreement by July 15, 2025, with the transaction expected to close by August 31, 2025, pending legal, financial, and regulatory reviews.
Concurrent private placement
To support the transaction, the companies will jointly raise at least CAD$1.3 million through a private placement. Each party is expected to contribute a minimum of CAD$340,000.
The pricing will depend on market conditions and discussions with any appointed lead agents.
Following the deal, XRP Healthcare’s current management team will lead the new entity. The board will include at least four directors, with a minimum of two being independent.
Full governance details will be disclosed in the final agreement.
Required approvals
The transaction is subject to multiple conditions, including:
Trading in AAJ Capital’s shares is currently halted and will resume upon successful deal completion.
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