Navigator Acquisition Corp. Announces Definitive Share Purchase Agreement for Qualifying Transaction to Acquire MGID

New York, New York--(Newsfile Corp. - March 31, 2023) - Navigator Acquisition Corp. (TSXV: NAQ.P) ("Navigator" or the "Company") is pleased to announce that it has entered into a binding share purchase agreement (the "SPA") dated March 7, 2023, with MGID GROUP HOLDINGS LIMITED ("MGID"), an arm's length party that is a private company duly incorporated under the laws of Malta. The transaction contemplated by the SPA (the "Transaction") will result in the acquisition by Navigator of MGID. Pursuant to the SPA, Navigator shall buy 100% of the issued and outstanding securities of MGID and in doing so form the resulting issuer.

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 the common shares of the Resulting Issuer on Tier 1 of the TSX-V as an Industrial and Technology issuer providing financial services. The Transaction is subject to the approval of the TSX-V 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 an AdTech company that has been operating globally for more than 15 years. MGID's principal assets were equal to approximately C$38,065,290 based on its unaudited accounts for the year ended December 31, 2022. MGID's total liabilities were equal to approximately C$31,666,523 based on such unaudited accounts, and primarily comprised of trade account payables, deferred revenue and other current liabilities. As of the date of the unaudited accounts, MGID had revenues of C$165,628,648 and had net profit of approximately C$4,355,481. All figures in this news release are expressed in Canadian currency and are subject to audit review and adjustment.

Transaction Structure

The SPA contemplates that all owners of MGID securities, will exchange such securities 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 (the "Purchase Consideration Shares"). The SPA also provides for the issuance of 18,000,000 warrants (the "Purchase Consideration Warrants"). Each Purchase Consideration Warrants shall be exercisable at C$0.10 in the following tranches and upon the business operations meeting certain earnings before interest and taxes (EBIT) thresholds: (i) 4,000,000 Purchase Consideration Warrants shall be exercised in 2024 if the resulting issuer has reached an EBIT in 2023 of 8,000,000 USD (C$10,930,440); (ii) a further 6,000,000 Purchase Consideration Warrants shall be exercised in 2025 if the resulting issuer has reached an EBIT in 2024 of 12,000,000 USD (C$16,395,660); and (ii) the final 8,000,000 Purchase Consideration Warrants shall be exercised in 2026 if the resulting issuer has reached an EBIT in 2025 of 16,000,000 USD (C$21,860,880).

Upon completion of the Transaction, the resulting issuer will hold 100% of the issued and outstanding securities of MGID and it is anticipated that it will be listed on the TSX-V. It is also expected that the resulting issuer will change its name and trading symbol to a name and trading symbol acceptable to MGID and the applicable regulatory authorities in connection with the Transaction. The SPA was negotiated at arm's length and there are no finder's fees payable.

Upon completion of the Transaction, the resulting issuer is expected to have 278,853,698 common shares outstanding (undiluted).

Certain of the resulting issuer shares issued to the current shareholders of MGID in exchange for 100% of issued and outstanding shares of MGID may be subject to escrow in accordance with applicable stock exchange and securities commission rules and policies.

TSX-V Listing

The Company is preparing a long form prospectus (the "Prospectus") in connection with its application for listing on the TSX-V.

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 of the resulting issuer will be reconstituted. Navigator will provide further details regarding the proposed officers and directors of the resulting issuer and its intention to increase the number of directors 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 by Navigator of a formal valuation report of MGID supporting the value of the Purchase Consideration Shares and the Purchase Consideration Warrants that is acceptable to the TSX-V; (b) receipt of the requisite audited and unaudited financial statements of MGID; (c) receipt by the British Columbia Securities Commission of the final Prospectus and (d) approval of the Transaction by the TSX-V as Navigator's qualifying transaction.

Since the Transaction is an arm's length transaction, Navigator is not required to obtain shareholder approval for the Transaction. However, shareholder approval may be required in order to implement the proposed changes to the board of directors of the resulting issuer on closing of the Transaction.

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 and Navigator may be required to engage a sponsor. Additional information regarding sponsorship, if required, will be provided in a subsequent news release.

Additional information

Additional information about Navigator, including 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 headquartered in Los Angeles. It was founded in 2007 by Ukrainian-born entrepreneurs. The company has always been profitable, even though crisis years in 2008-09, 2014 and 2019-2022, as well as it continues to grow (7% YoY 2022 vs 2021).

MGID helps 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. This enables advertisers to drive performance and awareness, and publishers to retain and monetize their audiences. Every month, MGID reaches 900 million unique readers, with 200 billion ad impressions, across 25 thousand trusted publishers. Currently the company employs over 750 people globally with 14 offices worldwide.

"We are excited to enter this new phase of growth as a public company, providing our expertise to even broader audience. We believe, that in the dynamic world of ad tech, the innovators who embrace the change, prioritize privacy, and remain relentless in their pursue for excellence and value creation will shape the future of advertising in ways we have yet to imagine," - said MGID's CEO Serhii Denysenko.

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

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 forward-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. Forward-looking statements in this news release include, but are not limited to, statements regarding the terms and conditions of the Transaction, the business and operations of the resulting issuer after completion of the Transaction and the shares of the resulting issuer being listed on the TSX-V or the TSX.

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 Transaction in accordance with the terms of the SPA or the inability to close the Transaction for any reason, including TSX-V refusal to approve it; (ii) adverse market conditions; and (iii) the Company's capital requirements. 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/160836