AAJ Capital 3 Corp. Broadcasts Definitive Settlement for Qualifying Transaction with XRP Healthcare M&A Holding Inc.

VANCOUVER, BC and DUBAI, UAE, July 16, 2025 /PRNewswire/ — AAJ Capital 3 Corp. (TSXV: AAAJ.P) (“AAJ“), a capital pool firm as outlined below the insurance policies of the TSX Enterprise Change (“TSXV” or the “Change“), is happy to announce that, additional to its press launch dated Might 19, 2025 (the “LOI Press Launch“) and the non-binding letter of intent dated Might 11, 2025 with XRP Healthcare M&A Holding Inc. (“XRP“), an organization organized below the legal guidelines of the Abu Dhabi International Markets (ADGM), it has entered right into a share alternate settlement dated July 14, 2025 (the “Definitive Settlement“) in respect of a proposed enterprise mixture of AAJ and XRP (the “Proposed Transaction“), which AAJ anticipates will represent its “Qualifying Transaction” pursuant to Coverage 2.4 – Capital Pool Firms of the Change (“Coverage 2.4“), as such time period is outlined within the insurance policies of the Change. AAJ, because it exists upon completion of the Proposed Transaction (the “Ensuing Issuer“), will proceed the enterprise of XRP.

Phrases of the Proposed Transaction

The Definitive Settlement was negotiated at arm’s size and units out that, amongst different issues, at closing of the Proposed Transaction, AAJ will subject 37,492,460 frequent shares within the capital of AAJ (the “AAJ Shares“) to every of the shareholders of XRP in alternate for every bizarre share held within the capital of XRP (the “XRP Shares“) rounded right down to the closest complete quantity, which is anticipated to end in a deemed transaction worth of CAD$0.40 per AAJ Share.

There are at the moment 6,450,000 AAJ Shares issued and excellent with no intention to consolidate or cut up such shares in reference to the Proposed Transaction. There are additionally at the moment 645,000 choices to buy AAJ Shares (the “AAJ Choices“) issued and excellent.

There are at the moment 1,000,000 XRP Shares issued and excellent with no intention to consolidate or cut up such shares in reference to the Proposed Transaction. There are not any different securities of XRP issued and excellent.

It’s anticipated that the Ensuing Issuer will change its identify to ” XRP Healthcare M&A Holding Inc. “, or such different identify as could also be decided by XRP in its sole discretion, topic to approval by the shareholders of AAJ (the “AAAJ Shareholders“), the TSXV and every other related regulatory authorities (the “Identify Change“).

Pursuant to the Definitive Settlement, the completion of the Proposed Transaction stays topic to sure situations precedent that should be happy or waived, together with, however not restricted to: (i) tendering of closing deliverables; (ii) requisite Change and different regulatory approvals; (iii) requisite approvals of the AAJ Shareholders for the Identify Change, reconstitution of the board of administrators and the implementation of an fairness incentive plan; (iv) completion of the Personal Placement; (v) the preparation of requisite monetary statements of XRP; (vii) necessities of sponsorship being met or waived; (viii) no materials opposed change occurring with respect to AAJ or XRP between the date of getting into into the Definitive Settlement and the time limit of the Proposed Transaction; and (ix) the time limit occurring on or earlier than October 31, 2025. If all situations to the completion of the Proposed Transaction are happy or waived, the Proposed Transaction is anticipated to be carried out.

The Proposed Transaction is not going to represent a “Non-Arm’s Size Qualifying Transaction” (throughout the that means of Coverage 2.4 of the Change).

After giving impact to the Proposed Transaction, the shareholders of XRP (the “XRP Shareholders“) will collectively train management over the Ensuing Issuer. Nevertheless, as on the date hereof, it isn’t attainable for the events to find out the variety of AAJ Shares that might be issued upon completion of the Proposed Transaction nor the possession percentages related to the AAJ Shareholders and the XRP Shareholders instantly previous to the completion of the Proposed Transaction as this may depend on and the Personal Placement, such components having an impression on the whole variety of AAJ Shares that might be issued in reference to the Proposed Transaction. Upon the foregoing being decided, AAJ will subject a press launch advising of such.

It’s meant that the Ensuing Issuer might be listed on the TSXV as a Tier 2 Industrial/Healthcare Issuer, topic to TSXV approval.

Personal Placement

Additional to the LOI Press Launch, in reference to the Proposed Transaction, AAJ intends to finish a non-public placement of a minimal of  4,450,000 subscription receipts of AAJ  Shares to lift gross proceeds of up a minimal of CAD$1,780,000 (the “Personal Placement“) at a worth of what’s anticipated to be CAD$0.40 per AAJ Share (the “Providing Worth“). The proceeds of the Personal Placement are meant for use for enlargement of XRP’s fund enlargement, operational scale-up and basic company and dealing capital functions.

About AAJ Capital 3 Corp.

AAJ Capital 3 Corp. is integrated below the Enterprise Companies Act (British Columbia) and is a capital pool firm throughout the that means of the insurance policies of the Change. AAJ has not commenced operations and has no belongings apart from money. AAJ’s principal enterprise is the identification and analysis of belongings or companies with a view to finishing a “Qualifying Transaction” below Coverage 2.4.

About XRP Healthcare M&A Holding Inc.

XRP Healthcare M&A Holding Inc. (“XRP”) is a privately held firm integrated in Abu Dhabi, United Arab Emirates, targeted on modernizing healthcare entry throughout rising markets. By strategic acquisitions and proprietary point-of-care diagnostics, the corporate operates a rising pharmacy and wholesale distribution community and goals to scale built-in well being companies throughout Africa. XRP additionally leverages its AI-powered digital platform, XRPH AI, to reinforce affected person engagement, ship multilingual healthcare assist, and enhance well being outcomes throughout the areas it serves. The corporate operates via its 90%-owned subsidiary in Uganda.

Following the completion of the Proposed Transaction, the Ensuing Issuer will wholly-own XRP Healthcare M&A Holding Inc., whereby the XRP will proceed to manage and function its 90% owned subsidiary Pharma Ville Restricted.

A abstract of choose audited monetary info of XRP for the 12 months ended June thirtieth, 2024 is included within the desk under:

Further monetary info with respect to XRP might be offered within the itemizing assertion to be filed in reference to the Proposed Transaction.

Proposed Administrators and Officers

Additional to the LOI Press Launch, and topic to additional willpower, it’s at the moment anticipated that the entire present administrators and officers of AAJ will resign from their respective positions with AAJ in reference to the closing of the Proposed Transaction. Whitney Lynn, Kain Roomes, Laban Roomes, Keith Errey and Joseph Swantack Jr. are anticipated to represent the board of administrators of the Ensuing Issuer and it’s nonetheless anticipated Kain Roomes might be appointed Chief Govt Officer. Anna Skowron is anticipated to be appointed the Chief Monetary Officer of the Ensuing Issuer.

Whitney Lynn, Chairman

Retired 1st Lieutenant Whitney Lynn is a proposed Chairman of the Ensuing Issuer and a veteran of the US Military Medical Service Corps and a seven-time Ironman Triathlon finisher, (2.4-mile swim, 112-mile bike, 26.2-mile run) brings over 45 years of expertise in M&A, enterprise improvement, startups, funding, and management. With a confirmed monitor document of reaching measurable outcomes throughout international operations in a number of industries, Whitney is a extremely achieved CEO, entrepreneur, startup mentor, enterprise advisor, and govt turnaround advisor.

As a Vice President Software program Mergers and Acquisitions at Corum Group Ltd, Whitney was a part of the workforce that has created over 10 billion USD in wealth and carried out over 400 M&A transactions with over $4 Billion US {Dollars} in transactions in additional than 13 international locations throughout the previous 35 years. On this capability, he offered strategic M&A and transactional help and steerage to assist firms develop. Whitney additionally served as President of RWBC Holding, the place he offered assist to a family-owned firm, serving to to handle its development. Throughout his tenure as Interim President & CEO of the 300 million USD Borland Worldwide, Whitney executed a strategic plan to achieve profitability by downsizing headcount and implementing aggressive cost-saving initiatives. He additionally revamped the advertising and marketing technique, accomplished the profitable acquisition of Open Surroundings Company, the place he was Fractional Chief Working Officer, and drove the profitable integration of OEC staff and subsidiaries with new management and tradition worldwide. As President & Chief Working Officer of Colorbus, Inc., Whitney led the worldwide consolidation, integration, and restructuring of the mixed firms with 180 staff and worldwide income of $45M. He diminished bills and headcount to maximise effectivity and income contribution per worker, considerably enhancing high quality, on-time supply, and buyer satisfaction.

He additionally was the Founder, Govt Vice President and Chief Working Officer at lncat Methods Software program USA Inc which was efficiently offered after solely two years to Adaptec Inc for a complete worth of $26 US Million {Dollars} and the President & CEO of Meridian Information Inc. With a expertise for constructing and nurturing robust, trust-based relationships, Whitney advises, coaches, and mentor’s leaders to speed up development and profitability whereas positioning firms for takeover, negotiating mergers or acquisitions, and main restructuring efforts as soon as acquired.

Whitney has based and grown a number of extremely worthwhile smaller software program, techniques, and storage firms, turning round firms from unprofitable outlined market segments to income era by creating focused merchandise, rising buyer base, and market share. He has additionally constructed main key account relationships and channels of distribution.

As a enterprise proprietor, Whitney bought the Ironman bike store in Kona Hawaii, and a high-end Triathlon Particular Bike Retailer in San Diego, CA. He elevated margins and gross sales by lowering operational bills, managed operations, budgeting, finance, P&L, recruiting and coaching employees, and stock administration. Whitney additionally grew the enterprise with aggressive sponsor applications and triathlete endorsements. He’s a Member of the Eliances, Newchip Accelerator, the place he has labored with and mentored ideation, early stage and start-up firms in numerous capacities guiding them in the direction of buying traders and creation of distinctive product launch methods with the best channels of distribution. He has elevated margins and gross sales via the elimination of redundant operations, managed operations, budgeting, finance, P&L, recruiting and coaching employees, stock administration with nice sponsorship networks. Additional, he graduated from the College of Arizona with a Bachelor’s Diploma in Accounting and Normal Enterprise.

Kain Roomes, Founder & CEO

Kain Roomes, CEO & founding father of XRP Healthcare and is the proposed CEO & director of the Ensuing Issuer and is, has a novel background that mixes athletic drive, enterprise acumen, and a pioneering imaginative and prescient in blockchain healthcare. Initially set for knowledgeable soccer profession, Kain’s path took an surprising flip when he all of the sudden misplaced ardour for the sport, main him to health modelling, the place he represented main manufacturers like Nike and Sports activities Direct.

In 2018, he made a daring transfer into cryptocurrency by performing on recommendation from his father Laban Roomes which resulted in them each promoting their luxurious Rolex Submariner watches to fund an preliminary Bitcoin funding, later diversifying into altcoins like Zilliqa and XRP. Kains’ strategic decisions turned a £7,500 funding into over £2,000,000, marking him as a notable determine within the crypto house.

In September 2022, Kain co-founded XRP Healthcare together with his father, Laban Roomes, launching the primary pharma and healthcare platform on the XRP Ledger. Underneath his management, the corporate grew from zero to a valuation of $194 million inside three months. Not too long ago, XRP Healthcare has expanded into mergers and acquisitions in East Africa, positioning itself to make a significant impression on the area’s healthcare accessibility. Kain’s journey is a testomony to resilience, imaginative and prescient and the foresight to take calculated risks-transforming challenges into alternatives and constructing XRP Healthcare into a number one drive within the healthcare trade.

Laban Roomes, Co-Founder & COO

Laban Roomes is a COO and Director of XRP and proposed COO and Director of the Ensuing Issuer and is a serial entrepreneur who Co-founded XRP together with his son Kain Roomes, the primary Pharma and Healthcare platform to be constructed on the XRP Ledger.

Having had success investing in a medicinal hashish firm (Marigold Tasks Jamaica) of which 49% was then offered to the Canadian public firm big Aphria for USD$80 million. Laban began investing in Bitcoin in 2018, and since then has made a number of different investments into Blockchain know-how firms akin to XRP, Zilliqa, Centric and XCAD. Laban designed and manufactured an progressive transportable plating gadget and in October of 2007, Laban pitched his gold-plating know-how – and market traction – stay on the hit BBC T.V funding pitching programme ‘Dragon’s Den’ and efficiently acquired funding, in addition to new steerage from multi-millionaire Dragon James Caan. After 3 years Laban bought all his shares again from James Caan while remaining enterprise allies to comply with a brand new imaginative and prescient for the enterprise. Since then, Laban has attended and provided luxurious items in individual to the Oscars, created luxurious ranges of iPods and iPhones for a bunch of celebrities together with Elton John the Beckhams, Floyd Cash Mayweather, Usain Bolt, Mark Wahlberg, Clint Eastwood and Will Smith, to say just some, to not point out creating a chance for a whole lot of people worldwide to do business from home utilizing his transportable gold plating know-how. The corporate has additionally launched initiatives and campaigns to lift cash by donating a share of the corporate’s luxurious reward gross sales to lift much-needed money for a number of high-profile charities together with the Elton John Aids Basis (EJAF), The Teenage Most cancers TRUST and SOS Youngsters’s Villages.

Laban has additionally gone on to win the Nice British Entrepreneur and the coveted Lloyds TSB – FSB Entrepreneur of the 12 months award and now spends his time in Jamaica, Miami, and Dubai the place he has enterprise pursuits.

Anna Skowron, CFO

Anna Skowron is the present CFO of XRP and proposed CFO of the Ensuing Issuer and is has over 14 years’ expertise in strategic accounting and monetary management, together with serving as chief monetary officer, chief accounting officer and in different senior monetary govt roles at each home and multi-national private and non-private firms. She additionally has performed a key function in numerous enterprise acquisitions and capital elevating initiatives throughout a number of industries. Since 2015, Ms. Skowron has served as principal of Skowron Accounting Skilled Company, an Advisory agency that focuses on monetary reporting, compliance, company governance and enterprise technique, through which capability she supplies accounting advisory companies. Ms. Skowron holds a Bachelor of Commerce and Finance with specialization in Accounting and Economics from the College of Toronto and have become a member of the Institute of Chartered Accounts of Ontario in 2014. She is licensed as a Chartered Skilled Accountant.

Keith Errey, Impartial Director (Proposed)

Keith Errey is a proposed impartial director of the Ensuing Issuer and is an skilled know-how entrepreneur and govt with a distinguished profession spanning over 4 a long time throughout healthcare, semiconductors, lasers, and know-how commercialization. Most just lately, he served because the Co-Founder and CEO of Isansys Lifecare Ltd (2010–2025), the place he led the corporate to turn into a worldwide chief in wi-fi affected person monitoring techniques.

Previous to that, Keith co-founded Toumaz Know-how plc (later Sensium Ltd) in 2000, the place he held the function of Chief Govt Officer till 2010. Underneath his management, the corporate developed and commercialized Sensium, a groundbreaking semiconductor chip for wearable scientific sensors. He performed a central function in securing seed funding, negotiating IP and fairness constructions with Imperial School London, and taking the corporate public via a reverse merger on the AIM London alternate. Keith efficiently negotiated licensing offers valued at over USD 2.5 million with Texas Devices and Cardinal Well being.

Between 1998 and 2004, he based and directed Oxford Synergetics Ltd, a know-how switch and administration consultancy. His work included business audits for Oxford Brookes College and mission administration for Oxtek Ltd, together with regulatory approvals and manufacturing rollout. Earlier, Keith served as Gross sales and Advertising Director at Oxford Lasers Ltd (1989–1998), the place he established worldwide subsidiaries in Japan and Germany, negotiated main know-how transfers, and led the corporate again to profitability. He additionally held engineering and manufacturing management roles at Oxford Lasers from 1982, contributing to key enterprise and product improvement initiatives.

Keith’s educational expertise consists of part-time lecturing at Oxford Brookes College, the place he taught modules in Engineering Administration and Operations between 1999 and 2001. He was additionally a Analysis Assistant on the Division of Physics, College of Oxford (1979–1982), specializing in superior laser techniques. Earlier in his profession, he taught highschool physics and engineering in Australia and labored as a telecommunications engineer at Telecom Australia (now Telstra).

He holds an MSc by thesis from Oxford College (Linacre School), with analysis in plasma excitation and laser techniques, and a BSc in Engineering and Physics from the College of New South Wales. He additionally earned skilled engineering {qualifications} via open examination at Telecom Australia. Keith has accomplished govt coaching with the Institute of Administrators and at Ashfield Administration School.

Keith has secured a number of aggressive grants together with SMART, LINK, and BRITE awards, and was a principal engineer on a mission that acquired the Queen’s Award for Know-how in 1985. His work has been printed in technical journals and books, and he has delivered quite a few technical lectures in Europe and Japan on laser applied sciences and high-speed imaging. He speaks cheap French and has fundamental proficiency in Japanese, supported by prolonged time residing and dealing internationally, together with in France and Japan.

Joseph J. Swantack Jr. Impartial Director (Proposed)

Joseph J. Swantack Jr. is a proposed impartial director of the Ensuing Issuer, who’s a visionary govt and strategic operator based mostly in Columbus, Ohio, with a confirmed monitor document throughout superior medical know-how, aerospace innovation, and large-scale retail administration. Since 2016, he has served as CEO of STARK Industries LLC, the place he leads groundbreaking collaborations with NASA researchers to pioneer wi-fi well being monitoring applied sciences for high-stakes aerospace environments and future exploration-class missions.

In 2020, following STARK Industries’ acquisition of an unique license from NASA Jet Propulsion Laboratory/Caltech to fabricate and distribute the VITAL ventilator—an emergency gadget designed by NASA engineers throughout the COVID-19 disaster—Mr. Swantack spearheaded the formation and spin-off of Spiritus Medical, Inc. He at the moment serves as Interim CEO and President, overseeing commercialization of this life-saving innovation. Earlier than his entry into healthtech and aerospace, Mr. Swantack constructed a basis in operational management at The Kroger Firm, the most important conventional grocery retailer within the U.S. As Operations Supervisor, he directed retailer efficiency throughout 250+ places, managing over $40 million USD in annual budgets all through the Midwest. Mixing deep expertise in rising applied sciences with enterprise-scale operational experience, Joseph Swantack is driving impression on the intersection of science, enterprise, and public well being.

Different Principals or Insiders of the Ensuing Issuer

The next are different Principals or Insiders (as these phrases are outlined in TSXV insurance policies) at the moment contemplated in reference to the Ensuing Issuer. If any additional Principals or Insiders are proposed in reference to the Ensuing Issuer, such different individuals might be disclosed in a subsequent press launch of AAJ. Sure frequent shares of the Ensuing Issuer to be issued pursuant to the Proposed Transaction are anticipated to be topic to restrictions on resale or escrow below the insurance policies of the TSXV, together with the securities to be issued to Principals, which might be topic to the escrow necessities of the Change.

XRP Healthcare M&A Holding Inc.

XRP Healthcare M&A Holding Inc. (“XRP”) is a privately held firm integrated in Abu Dhabi, United Arab Emirates, targeted on modernizing healthcare entry throughout rising markets. By strategic acquisitions and proprietary point-of-care diagnostics, the corporate operates a rising pharmacy and wholesale distribution community and goals to scale built-in well being companies throughout Africa. XRP additionally leverages its AI-powered digital platform, XRPH AI, to reinforce affected person engagement, ship multilingual healthcare assist, and enhance well being outcomes throughout the areas it serves. The corporate operates via its 90%-owned subsidiary in Uganda. XRP Healthcare M&A Holding Inc. was integrated in February 19^th, 2025, that holds 90% of the PharmaVille Shares. The shareholders of XRP are Kain Roomes (holding 50%), and Laban Roomes (holding 50%).

Pharma Ville Restricted

Pharma Ville Restricted integrated in 2016, Pharma Ville is a well-established pharmaceutical firm headquartered in Kampala, Uganda, working a complete of seven branches—together with 5 wholesale distribution facilities and two retail pharmacies.  Its wholesale operations provide a broad vary of pharmaceutical merchandise to hospitals, clinics, and pharmacies all through the area, whereas its stores serve native communities with accessible prescription and over-the-counter medicines. Identified for its regulatory compliance, skilled workforce, and market presence, Pharma Ville represents a robust platform for development throughout the area.  As a part of its integration into XRP Healthcare’s increasing community, Pharma Ville is anticipated to profit from enhanced operational techniques and alignment with the corporate’s AI-powered healthcare initiatives—supporting effectivity, data-driven insights, and improved affected person outcomes. The shareholders of Pharma Ville are XRP Healthcare Holding Inc. (holding 90%), Richard Kitaka Kitonsa (holding 5%), and Ssegawa Rebecca Nabasirye (holding 5%).

Sponsorship of the Proposed Transaction

As disclosed within the LOI Press Launch, AAJ and XRP collectively intends to make an utility for waiver from the sponsorship necessities of the TSXV in reference to the Proposed Transaction; nevertheless, there is no such thing as a assurance that the TSXV will waive all or a part of relevant sponsorship necessities.

Buying and selling Halt

As disclosed within the LOI Press Launch, in accordance with the insurance policies of the TSXV, buying and selling within the AAJ Shares has been halted and isn’t anticipated to renew buying and selling till completion of the Proposed Transaction or till the TSXV receives the requisite documentation to renew buying and selling.

AAJ Assembly

Because the Proposed Transaction isn’t a “Non-Arm’s Size Qualifying Transaction” (throughout the that means of Coverage 2.4 of the Change), it isn’t anticipated that the Proposed Transaction would require approval of the AAJ Shareholders. Nevertheless, the Identify Change, the Ensuing Issuer director appointments and the implementation of an fairness incentive plan for the Ensuing Issuer would require the approval of AAJ Shareholders at an annual and particular assembly of AAJ Shareholders (the “AAJ Assembly“) that’s anticipated to be held previous to the completion of the Proposed Transaction. Additional particulars with respect to the issues to be accepted on the AAJ Assembly might be contained within the administration info round ready in reference to AAJ Assembly and accessible for overview on AAJ’s SEDAR+ profile at www.sedarplus.ca.

Advisors

ARC Group Restricted is performing because the unique monetary advisor to XRP Healthcare M&A Holding Inc Oakridge Regulation LLP (Ontario) is serving as authorized counsel to XRP Healthcare M&A Holding Inc.

Further Info

Further info in regards to the Proposed Transaction and any linked transactions of AAJ, XRP and the Ensuing Issuer, might be offered in subsequent press releases and in AAJ’s administration info round or prospectus to be ready in reference to the Proposed Transaction, to be filed in reference to the Proposed Transaction, which might be accessible below AAJ’s SEDAR+ profile at www.sedarplus.ca.

All info contained on this press launch with respect to AAJ and XRP was provided by or from the respective social gathering for inclusion herein, with out impartial overview by the opposite social gathering, and every social gathering and its administrators and officers have relied on the opposite social gathering for any info in regards to the different social gathering.

Completion of the Proposed Transaction is topic to quite a lot of situations, together with however not restricted to, Change acceptance and, if relevant pursuant to Change necessities, majority of the minority shareholder approval. The place relevant, the Proposed Transaction can’t shut till the required shareholder approval is obtained. There could be no assurance that the Proposed Transaction might be accomplished as proposed or in any respect.

Buyers are cautioned that, besides as disclosed within the administration info round or itemizing assertion to be ready in reference to the Proposed Transaction, any info launched or acquired with respect to the Proposed Transaction is probably not correct or full and shouldn’t be relied upon. Buying and selling within the securities of a capital pool firm ought to be thought of extremely speculative.

The TSX Enterprise Change Inc. has by no means handed upon the deserves of the Proposed Transaction and has neither accepted nor disapproved the contents of this press launch.

Additional Info

For additional info, please contact:

AAJ Capital 3 Corp.
Peeyush Varshney, CEO
Electronic mail:  peeyush@varshneycapital.com 
Telephone: 604-684-2181
XRP Healthcare M&A Holding Inc.
Kain Roomes
Electronic mail: kain@xrphealthcare.com
Telephone: +44 7545 026879

Ahead-Trying Info

This press launch incorporates forward-looking statements and forward-looking info (collectively, “forward-looking statements“) throughout the that means of relevant securities legal guidelines. Any statements which are contained on this press launch that aren’t statements of historic truth could also be deemed to be forward-looking statements. Ahead-looking statements are sometimes recognized by phrases akin to “might”, “ought to”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and comparable expressions that are meant to establish forward-looking statements. Extra notably and with out limitation, this press launch incorporates forward-looking statements in regards to the Proposed Transaction, the Identify Change, the AAJ Assembly, the Personal Placement, the anticipated composition of the board of administrators and senior officers of the Ensuing Issuer, the completion and timing of the applying to the TSXV in respect of the Proposed Transaction, the proposed construction by which the Proposed Transaction is to be accomplished, the power of AAJ and XRP to fulfill the situations of the Proposed Transaction within the required timeframes, the obtainment of the mandatory exemptions and approvals from the TSXV or different regulatory our bodies, subsequent press releases and the enterprise, identify and performance of the Ensuing Issuer and sure monetary info and forecasts.

AAJ cautions that every one forward-looking statements are inherently unsure, and that precise efficiency could also be affected by quite a lot of materials components, assumptions and expectations, a lot of that are past the management of AAJ and XRP, together with expectations and assumptions regarding AAJ, XRP, the Ensuing Issuer, the Proposed Transaction, the closing of the Proposed Transaction, the well timed receipt of all required shareholder and regulatory approvals, together with the acceptance of the TSXV, the satisfaction of different closing situations in accordance with the phrases of the Definitive Settlement, in addition to different dangers, uncertainties and assumptions, together with assumptions concerning prevailing market situations and basic enterprise, financial, aggressive, political and social uncertainties to develop the forward-looking info on this press launch. There could be no assurance that such statements, though thought of cheap by administration on the time of preparation, will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such statements. Accordingly, the reader is cautioned to not place undue reliance on any forward-looking statements. Ahead-looking statements contained on this press launch are expressly certified by this cautionary assertion.

The forward-looking statements contained on this press launch are made as of the date of this press launch, and AAJ doesn’t undertake any obligation to replace publicly or to revise any of the included forward-looking statements, whether or not on account of new info, future occasions or in any other case, besides as expressly required by securities legislation.

This press launch shall not represent a proposal to promote or the solicitation of a proposal to purchase any securities in any jurisdiction.

Neither TSXV nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts accountability for the adequacy or accuracy of this press launch.

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

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