XRP Healthcare M&A Holding Inc. Clarifies Corporate Structure and Operational Independence Ahead of Proposed TSXV Qualifying Transaction

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.

DUBAI, UAE, July 4, 2025 /PRNewswire/ -- XRP Healthcare M&A Holding Inc. (Registration No. ICC20250140), a Dubai-based company focused on AI-powered healthcare transformation and mergers & acquisitions across Africa, today clarified the distinct and independent nature of two separate legal entities that utilize similar branding: XRP Healthcare M&A Holding Inc. and XRP Healthcare LLC. This clarification of the corporate structure is being made as XRP Healthcare M&A Holding Inc. and AAJ Capital 3 Corp. have executed a letter of intent for a proposed qualifying transaction (QT) that, if completed, would result in a public listing of the combined entity on the TSX Venture Exchange (TSXV).

This press release supplements, and in certain respects clarifies, the information disclosed in the parties' May 16, 2025, news release regarding the proposed qualifying transaction. At the time of the May 14, 2025 LOI and continuing through today, XRP Healthcare M&A Holding Inc. and XRP Healthcare LLC have operated as two legally and operationally separate organizations. Each entity operates with distinct business models, governance frameworks, and regulatory oversight. The separation is designed to improve transparency, operational focus, and investor clarity as the company progresses toward public market participation. Only the assets and operating businesses of XRP Healthcare M&A Holding Inc. are subject to the pending Qualifying Transaction. No XRPH token, wallet, or digital asset operations of XRP Healthcare LLC are included.

For clarity, XRP Healthcare M&A Holding Inc. has no operational connection to, and holds no treasury of, the XRPH token, which is managed exclusively by the independent entity, XRP Healthcare LLC. The Company does not control, operate, or derive revenue from the XRPH Token, and no digital asset activity is conducted or proposed by XRP Healthcare M&A Holding Inc.

The website www.xrphealthcare.ai is the exclusive online platform for XRP Healthcare M&A Holding Inc., which leads the company's regulated healthcare-focused initiatives. These include mergers and acquisitions of pharmacies and medical centres across Africa, the development and scaling of the multilingual XRPH AI Health Assistant, and the U.S.-based Prescription Savings Card initiative. The Prescription Savings Card is available via the XRPH AI App and can only be used at participating pharmacies within the United States.

Separately, [www.xrphtoken.com](http://www.xrphtoken.com) will now exclusively represent XRP Healthcare LLC, a distinct legal entity registered in Dubai under number 2312867.01. This business unit is responsible for all blockchain-based infrastructure, including the XRPH Token, the XRPH Wallet, and associated decentralized finance (DeFi) activities within the broader XRPH ecosystem.

This formal separation provides clear operational boundaries between the company's healthcare and digital asset divisions. It aligns with regulatory best practices and enables both entities to scale independently, guided by their specific goals and compliance requirements.

The structural realignment comes as XRP Healthcare M&A Holding Inc. and AAJ Capital 3 Corp. have entered into a non-binding letter of intent, as announced in May 2025, to pursue a proposed qualifying transaction (QT) that, if completed, would result in the company becoming publicly listed on the TSX Venture Exchange. The proposed transaction contemplates a pre-money valuation of approximately CAD $15 million and a concurrent capital raise of at least CAD $1.3 million. Completion of the qualifying transaction remains subject to the negotiation and execution of definitive agreements, completion of satisfactory due diligence, receipt of all necessary regulatory, exchange, director and, if required, shareholder approvals, as well as other customary closing conditions. There can be no assurance that a definitive agreement will be entered into or that the qualifying transaction will be completed as proposed or at all.

Following the completion of the qualifying transaction, the Company's principal office, senior management, and board of directors will be located in the UAE, and the Company will comply with all TSXV residency and corporate governance requirements.

XRP Healthcare M&A Holding Inc. has completed the acquisition of seven pharmacies in Uganda, comprised of five wholesale and two retail locations, and is actively expanding its presence across Africa. Through a combination of physical healthcare assets and digital AI solutions, the company aims to enhance healthcare access and efficiency in emerging markets.

This announcement represents an important step in the Company's corporate development. The formal separation of its business divisions is intended to clarify regulatory oversight and operational responsibilities as the Company prepares for a potential public listing.

All statements regarding the proposed qualifying transaction are forward-looking and subject to numerous risks and uncertainties, including the ability to negotiate and execute a definitive agreement, completion of due diligence, and satisfaction of all regulatory and listing requirements.

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

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.

Website: www.xrphealthcare.ai 

For matters relating to XRP Healthcare LLC and the XRPH Token:
XRP Healthcare LLC 
Email: press@xrphealthcare.com
Website: www.xrphtoken.com

Forward-Looking Information:

This press release contains forward-looking statements, including those regarding the Company's proposed qualifying transaction, anticipated public listing, and business plans. These statements are based on a number of assumptions, including the successful completion of the qualifying transaction, obtaining regulatory approvals, prevailing market conditions, and the Company's ability to execute its business plan. Forward-looking statements involve risks, uncertainties, and other factors that may cause actual results to differ materially from those anticipated. Readers are cautioned not to place undue reliance on such statements. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

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