Navigator Acquisition Corp. Announces Letter of Intent for Qualifying Transaction to Acquire MGID Group Holdings Limited (MGID)

New York, New York--(Newsfile Corp. - July 18, 2022) - Navigator Acquisition Corp. (TSXV: NAQ.P) ("Navigator" or the "Company") is pleased to announce that it has entered into a binding letter of intent ("LOI") dated July 12, 2022, with MGID GROUP HOLDINGS LIMITED a company duly incorporated under the laws of Malta (MGID), which will result in the arm's length acquisition of MGID by Navigator.

The LOI anticipates the possibility that a new holding company ("Holdco") may be incorporated to hold 100% of the share capital of MGID. The holders of the issued and outstanding shares of HoldCo, or the issued and outstanding shares of MGID, as applicable, will exchange all of these issued and outstanding securities of MGID in exchange for securities of the resulting issuer (the "Transaction").

The Transaction is intended to constitute Navigator's Qualifying Transaction pursuant to Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange ("TSX-V") Corporate Finance Manual. In connection with the Transaction, the Company intends to apply to list its common shares on the TSX-V. The Transaction is subject to the approval of the TSX-V, execution of a definitive agreement and other closing conditions customary for a transaction of this nature. Navigator, upon completion of the Transaction, is referred to in this news release as the "resulting issuer."

MGID - is a leading native advertising platform currently operating in 11 countries. The company is in advertising business for more than 14 years. Further information about MGID, including financial information, will be provided in a subsequent news release.

Transaction Structure

The LOI contemplates that the holders of the issued and outstanding shares of HoldCo or MGID, as the case may be, will exchange such shares for common shares in the capital of the resulting issuer, resulting in the issuance by the resulting issuer of approximately 194,695,000 common shares.

Upon completion of the Transaction, the resulting issuer will hold 100% of the issued and outstanding securities of MGID and it is anticipated that the resulting issuer will apply to list on the TSX-V as a Tier 2 Technology issuer, in addition to changing its name and trading symbol to a name and trading symbol acceptable to MGID and the applicable regulatory authorities. The LOI was negotiated at arm's length and the parties are currently negotiating the terms of a definitive agreement.

Upon completion of the Transaction, the resulting issuer is expected to have 258,653,743 common shares outstanding (undiluted).

There are no advances to be made to MGID by NAQ in connection to the RTO.

There is no Finder's fee involved in this transaction.

Certain of the resulting issuer shares issued to the principals of MGID, who will become management of the resulting issuer will be subject to escrow in accordance with TSX-V policies.

Private Placement

Navigator is pleased to announce a private placement of common shares for gross proceeds of $25 million subject to approval by the TSX-V. It is currently anticipated that the share financing will be brokered.

Management and Board of Directors

Upon completion of the Transaction, it is expected that certain current members of Navigator's board of directors and certain senior officers will resign, and the board of directors and management team and the resulting issuer will be reconstituted to comprise of five members to be nominated by MGID and two members to be nominated by Navigator. Navigator will provide further details regarding the proposed insiders of the resulting issuer in due course.

Conditions of Transaction

Upon completion of the Transaction, the parties anticipate that the resulting issuer will be listed on the TSX-V.

Completion of the Transaction will be subject to certain conditions, including, but not limited to, (a) receipt of all necessary approvals of the boards of directors of Navigator and MGID; (b) approval of the Transaction by the TSX-V as Navigator's qualifying transaction; (c) MGID satisfying the initial listing requirements set by the TSX-V; and (d) the parties' entry into a definitive agreement in furtherance to LOI.

Sponsorship

Sponsorship of a Qualifying Transaction is required by the TSX-V unless the transaction qualifies for an exemption from the sponsorship requirement. Navigator intends to apply for a waiver from the sponsorship requirements. However, there is no assurance that such waiver will be obtained.

Additional information

Additional information identifying risks and uncertainties is contained in filings by Navigator with the Canadian securities regulators, which filings are available on its SEDAR profile.

About MGID

MGID is a global advertising platform helping brands reach unique local audiences at scale. It uses privacy-first, AI-based technology to serve high-quality, relevant ads in brand-safe environments. The company offers a variety of ad formats, including native, display and video to deliver a positive user experience.

The company's award-winning technology and performance-driven philosophy contribute to the consistent delivery of quality and highly relevant end-user experiences. This results in increased traffic, engagement, and revenue for its advertisers and publishing partners.

Every month, MGID reaches 900 million unique readers, with 200 billion ad impressions, across 25 thousand trusted publishers.

Founded in 2008, MGID's headquarters are in Los Angeles, with additional offices in Europe, APAC and Latin America.

Sergii Denysenko

CEO

With more than 20 years in the digital advertising industry, Sergii has held executive positions with multinational corporations and created multiple global digital media platforms. Prior to MGID, Sergii held CEO positions at Sales House, TAKiTAK! Advertising and Gala Media. He was also previously vice president and network development manager at Gala.net.

Leading one of the world's first and now largest native advertising companies, he is responsible for MGID's global business with a special focus on securing the company's place as the leading native advertising company. Since joining MGID in 2011, Sergii has led a worldwide team of over 750 staff, launching new services that enabled MGID to triple its revenues.

Mr Sergii Denysenko is a Control Person of MGID.

Termination of previous LOI's

Hereby Navigator announces previously terminated LOIs with Pacto Energia S/A and MKK Arifmetika LLC. The LOI have been terminated on its expiration dates of July 15th 2021 and December 31st 2021 respectively.

ON BEHALF OF THE BOARD

NAVIGATOR ACQUISITION CORP.

Kyle Shostak
President, Chief Executive Officer and Director

For further information contact:

Kyle Shostak
President, Chief Executive Officer and Director of Navigator Acquisition Corp.
(212) 909-5870 (office), (917)-514-1310 (mob)

Statements in this press release regarding Navigator which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as the completion of the proposed Qualifying Transaction. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason. Forwarding-looking statements in this news release include the statements that: (i) the parties anticipate that the resulting issuer will be listed on the TSX-V; (ii) describes the terms of the financing.

Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the decision to not close the Qualifying Transaction for any reason, including adverse due diligence results and TSX-V refusal of the Qualifying Transaction; (ii) adverse market conditions; and (iii) the need for additional financing. Except as required by law, the Company does not intend to update any changes to such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/131219

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