Mr. Kyle Shostak reports

NAVIGATOR ANNOUNCES PRIVATE PLACEMENT, SHARES FOR DEBT SETTLEMENT AND NEW DIRECTOR

Navigator Acquisition Corp. intends to complete a non-brokered private placement for gross proceeds of up to $200,000, and it intends to settle outstanding convertible debentures of the company by way of a shares-for-debt settlement. The company also announces the appointment of Brett Janis as a director of the company.

Private placement

The company announces its intention to complete a non-brokered private placement of up to 800,000 common shares in the capital of the company at a price of 25 cents per common share for gross proceeds of up to $200,000 to finance the costs associated with proceeding to complete its proposed qualifying transaction with MGID Inc., which was first announced in the company's news release dated March 31, 2023.

The company anticipates the private placement will consist of two tranches. The company expects to issue 673,973 common shares for gross proceeds of $168,493 in the first tranche of the private placement, of which 126,027 common shares would be subscribed for by a non-arm's-length party and placed into escrow pursuant to TSX Venture Exchange Policy 2.4 (Capital Pool Company) and Policy 5.4 (Escrow, Vendor Consideration and Resale Restrictions). The private placement is considered a bridge financing under Policy 2.4.

Convertible debentures

Between Aug. 3, 2022, and April 3, 2024, the company closed nine tranches of convertible debenture offerings, receiving aggregate proceeds of $369,200. The convertible debentures varied in conversion price from five cents to 25 cents and with interest rates of 6 per cent to 10 per cent. The payable term of the convertible debentures ranged from 12 months to 36 months.

The issuance of the convertible debenture is not permitted and not acceptable by the exchange under Policy 2.4. The company and the holders of the convertible debentures have agreed to settle the principal amount of $369,200 by way of the shares-for-debt settlement (as defined herein). The company confirms that no interest was paid in connection with the convertible debentures, and all accrued and unpaid interest has been waived.

Shares-for-debt settlement

The company also announces its intention to complete a shares-for-debt settlement with all the holders of the convertible debenture, pursuant to which the company will issue 1,476,800 common shares at a deemed price of 25 cents per common share to settle the $369,200 of outstanding indebtedness. Of the 1,476,800 common shares to be issued, 1,075,200 will be issued to non-arm's-length parties, including one director and one director and officer of the company, and will be placed into escrow in accordance with Policy 2.4. No accrued interest on the convertible debentures will be settled, and the shares-for-debt settlement would extinguish all of the company's obligations under the convertible debentures. The shares-for-debt settlement remains subject to approval of the exchange.

Related-party transactions

The securities to be issued under the private placement and the shares-for-debt settlement constitute a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holdings in Special Transactions) as certain subscribers and debentureholders are directors and officers of the company. Absent an exemption, MI 61-101 would require the company to receive formal valuation of the transactions and minority shareholder approval to proceed with the transactions.

The company relies on exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in subsections 5.5(g) and 5.7(g) (Financial Hardship) of MI 61-101, as the company is: (i) in a situation of serious financial difficulty; (ii) the transactions are designed to improve the financial position of the company; (iii) the circumstances described in Section 5.5(f) of MI 61-101 are not applicable; and (iv) the company's board of directors and independent directors (as such term is defined in MI 61-101) have, acting in good faith, determined that (i) and (ii) apply and the terms of the transaction are reasonable in the circumstances of the company.

The transactions were approved by the members of the board of directors of the company who are independent for the purposes of the transactions, respectively. No special committee was established in connection with the transactions.

The closings of the transactions are subject to the receipt of all necessary regulatory approvals, including the approval of the exchange. All securities issued pursuant to the transactions will be subject to a four-month hold period in accordance with applicable Canadian securities laws, with certain common shares entered into escrow as described above. There are no material facts or material changes regarding the company that have not been generally disclosed.

The company did not file a material change report related to the transactions more than 21 days before the expected closing of the transactions as required by MI 61-101 as the company requires the consideration it will receive in connection with the transactions immediately for working capital purposes and the details of the transactions had not been finalized.

Appointment of Mr. Janis as a director of the company

On Oct. 27, 2022, the board of directors of the company appointed Mr. Janis as a director of the company. Brett Janis, CFA, is principal and founder of Strong Bridge Advisers, an investment management firm serving individuals, family offices and corporations. Mr. Janis has previously served in senior roles at Wells Fargo Asset Management, U.S. Treasury and McKinsey's New York-based financial service practice. He began his professional career as a CIA analyst. He graduated from Harvard College (AB 1992), Georgetown's School of Foreign Service (MS 1996) and Columbia Business School (MBA 2009), where he specialized in applied value investing. He has been a CFA charterholder since 2005.

Pursuant to Policy 2.4 and Policy 5.4, Mr. Janis will be subscribing to the private placement and will place his common shares from the private placement in escrow. Mr. Janis is also a holder of the convertible debentures, and his common shares from the shares-for-debt settlement will be placed into escrow.

The current board consists of Kyle Shostak (chief executive officer), Alex Lyamport (chief financial officer), Geoffrey Hampson (corporate secretary), Basil Karatzas and Mr. Janis.

Additional new director

Further to the request of the exchange, the company is undergoing efforts to appoint a new director to the board of directors of the company. The company will provide further updates once they are available.

Qualifying transaction update

The company and MGID are utilizing their best efforts to diligently work toward the completion of the arm's-length qualifying transaction. The company and MGID will provide further updates once they are available. The qualifying transaction is subject to the receipt of all necessary regulatory approvals, including the approval of the exchange.

Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to exchange 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.

About Navigator Acquisition Corp.

Navigator is a B.C. capital pool company.

We seek Safe Harbor.