Navco Pharmaceuticals Inc. Announces Closing of Qualifying Transaction

Vancouver, British Columbia--(Newsfile Corp. - April 13, 2023) - Navco Pharmaceuticals Inc. (TSXV: NAV) ("Navco" or the "Company", formerly known as BMGB Capital Corp.) is pleased to announce that it has successfully completed its previously announced "Qualifying Transaction", as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange") with Navco Pharmaceuticals Limited ("NPL") and as described in the Company's Exchange Filing Statement dated November 28, 2022 and available on SEDAR at www.sedar.com.

The Qualifying Transaction

Pursuant to a share exchange agreement (the "Share Exchange Agreement") dated as of January 18, 2021, as amended between the Company, NPL, and the NPL shareholders, the Company has acquired all of the issued and outstanding common shares of NPL by issuing an aggregate of 21,340,000 Company common shares pro rata to the NPL shareholders at deemed price of $0.15 per share, representing an aggregate purchase price of $3,201,000. In connection with the Qualifying Transaction, the Company also closed a private placement financing for gross proceeds of $2,110,566 (further described below) and issued 340,000 finder's shares to an arm's length third party.

On closing of the Qualifying Transaction (including the private placement described below), there are 40,350,441 Company common shares issued and outstanding. The shareholders of the Company who held shares prior to closing now hold approximately 11.40% of the shares, participants in the private placement hold approximately 34.87% of the shares, the former NAV shareholders hold approximately 52.89% of the shares, and the arm's length finder holds approximately 0.84% of the shares.

Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin (the "Exchange Bulletin") by the Exchange. Subject to final acceptance by the Exchange, the Company will be classified as a 'Life Sciences' issuer pursuant to Exchange policies and its common shares are expected to commence trading on the Exchange on or about April 18, 2023.

The Private Placement

Concurrent to completion of the Qualifying Transaction, the Company closed a private placement financing for gross proceeds of $2,1110,566 through the issuance of an aggregate of 14,070,441 units (each a "Unit") at a price of $0.15 per Unit. Each Unit is comprised of one common share of the Company and one common share purchase warrant exercisable for an additional share for two years at an exercise price of $0.25. The shares and warrants issued under the financing are subject to a four month hold period which expires August 14, 2023. The Company did not pay any finder's fees or issue any finder's securities in connection with the financing.

Escrowed Securities

Pursuant to the terms of an Exchange Tier 2 Value Security Escrow Agreement among the Company, Computershare Investor Services Inc. (as escrow agent) and certain Company shareholders, an aggregate of 9,605,943 shares have been placed in escrow. In addition, an aggregate of 2,000,000 shares are subject to an Exchange CPC Escrow Agreement.

Directors and Officers

Following closing of the Qualifying Transaction, the directors and officers of Navco are:

Geoffrey Lee, CEO
Marek Jasinski, Director and Chief Operating Officer
Thomas Jusdanis, Director and Corporate Secretary
Akbar Khan, Director
Peter Espig, Director
Chris Cooper, Chief Financial Officer

About the Company

Navco Pharmaceuticals Inc. ("Navco") is a Burlington, ON – based company that is building a leading market position in the use of nanotechnology to develop and commercialize novel products to protect against viruses, bacteria and infectious diseases. Navco has a portfolio of patent pending and Health Canada approved science confirming proof-of-concept of its nanotechnology. The Company's pipeline of applications are tailored to uniquely defend against pathogens utilizing new methods-of-action to capitalize on unmet product needs using natural & known compounds, nanoparticles and no chemicals with a high degree of efficacy. Target markets include human health & personal skin care, household & institutional products and veterinary health.

For additional information, please refer to the Company's disclosure record on SEDAR (www.sedar.com) or contact the Company as follows: Geoffrey Lee, CEO, at 604-861-8980.

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

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to it, and are subject to certain risks, uncertainties and assumptions, including, without limitation: the results of the business of the Company; the estimation of capital requirements; the estimation of labour and operating costs; the timing and amount of future business expenditures; and the availability of necessary financing. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; increases in costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; and technological or operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company assumes no responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

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