Mr. Kyle Shostak reports

NAVIGATOR ANNOUNCES THE CLOSING OF PRIVATE PLACEMENT, SHARES FOR DEBT SETTLEMENT, APPOINTMENT OF A NEW DIRECTOR AND UPDATE TO QUALIFYING TRANSACTION

Navigator Acquisition Corp., further to its news release on Sept. 9, 2024, has completed a non-brokered private placement for gross proceeds of $182,611.50 and has settled outstanding convertible debentures of the company by way of a share-for-debt settlement for $369,000. The company has also appointed Kia Besharat as a new director of the company.

Private placement

The company has completed a non-brokered private placement of 730,446 common shares in the capital of the company at a price of 25 cents per common share for gross proceeds of $182,611.50. The proceeds of the private placement will be used to finance the costs to complete its proposed qualifying transaction with MGID Inc., which was first announced in the company's news release dated March 31, 2023.

In connection with the private placement, 162,500 common shares, representing $40,625, was subscribed to 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.

Share-for-debt settlement

The company also announces the completion of its previously announced shares for debt settlement with all the holders of the convertible debentures, pursuant to which the company issued 1,476,800 common shares at a deemed price of 25 cents per common share to settle the $369,200 of outstanding indebtedness.

Further to the share-for-debt settlement, 1,075,200 common shares were issued to non-arm's-length parties, including one director and one director and officer of the company, and were placed into escrow in accordance with Policy 2.4. No accrued interest on the convertible debentures was settled and the share-for-debt settlement extinguished all of the company's obligations under the convertible debentures.

Related party transactions

The securities issued under the private placement and the share-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 relied 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 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. Besharat as a director of the company

On Oct. 28, 2024, the board of directors of the company appointed Mr. Besharat as a director of the company. Mr. Besharat has over 15 years of extensive private equity, investment banking and directorship experience, including currently as executive chairman of Centurion One Capital Corp., a leading independent investment bank firm. Mr. Besharat previously acted as a consultant to an investment banking firm, where he helped with the advisory, restructuring, corporate finance, and mergers and acquisitions mandates across the firm's platform, with a focus on the following industry groups: consumer/retail, natural resources, Internet/new media, technology and health care. Mr. Besharat served as senior managing director of investment banking at the investment banking firm from 2015 to 2022 and served as consultant, investment banking. While at the investment banking firm as a senior managing director of investment banking, Mr. Besharat played a pivotal role in establishing the investment banking firm as one of the top boutique investment banks in Canada. His transactions have totalled more than $50-billion over the span of his career. Mr. Besharat holds a bachelor of arts (economics with a minor in management) from McGill University, as well as a master of science (finance and investment) from the University of Edinburgh. He was also one of Canada's top tennis players, having competed as a professional in tournaments around the world and at the NCAA Division 1 level. In 2018, Mr. Besharat was recognized by the Investment Industry Association of Canada as a Top 40 Under 40 Award nominee.

In compliance with Policy 2.4 and Policy 5.4, Mr. Besharat subscribed to 20,000 common shares in the private placement, representing $5,000, and has placed the 20,000 common shares in escrow.

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

Qualifying transaction update

The company and MGID Inc. are utilizing their best efforts to diligently work toward the completion of the arm's-length qualifying transaction.

MGID is a global advertising platform helping brands reach unique local audiences at scale. It uses privacy-first, AI-based (artificial intelligence) 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. MGID has been operating globally for more than 15 years. MGID's assets were equal to approximately $35.77-million (U.S.) based on its unaudited accounts for the year ended Dec. 31, 2023. MGID's total liabilities were equal to approximately $21,286,000 (U.S.) based on such unaudited accounts, and primarily comprised trade account payables, customer advances and other current liabilities. As of the date of the unaudited accounts, MGID had revenues of $135,837,000 (U.S.) and had net profit of approximately $5,249,000 (U.S.). All figures in this news release are subject to audit review and adjustment.

Proposed concurrent private placement update

Further to the company's news release dated July 18, 2022, the company announces that the proposed private placement concurrent to the proposed qualifying transaction will be for a minimum of 35 million and a maximum of 42 million subscription receipts of MGID's special-purpose vehicle subsidiary (MGID Finco) at a deemed price of 50 U.S. cents per subscription receipt, for minimum total gross proceeds of $17.5-million (U.S.) and maximum total gross proceeds of $21-million (U.S.). Each subscription receipt is automatically convertible immediately prior to the closing of the proposed qualifying transaction for a Class A share in MGID Finco and one-half of a Class A share purchase warrant, with each Finco Class A warrant exercisable into one Finco Class A share at a price of 75 U.S. cents for a period of five years from the date the escrow release conditions of the qualifying transaction are met. The proposed concurrent private placement will be brokered by Centurion One Capital Corp. as sole or lead agent and bookrunner.

Control person

Further to the company's news release dated July 18, 2022, the only control person of MGID, as defined by the exchange, is Satish Samtani.

Proposed directors and officers of the resulting issuer

Subject to exchange approval, on completion of the proposed qualifying transaction, the following individuals will be the directors and/or officers of the resulting issuer of the qualified transaction.

Sergii Denysenko, chief executive officer and non-independent director

Mr. Denysenko joined MGID in October, 2011, as CEO. With a background in digital media and marketing, Mr. Denysenko has led MGID's expansion across key international markets, emphasizing transparency, user centricity and sustainable growth in the advertising industry. His leadership focuses on leveraging technology to drive engagement, elevate publisher revenue and deliver value to advertisers worldwide. Over 12 years, he has driven MGID's product and business development strategy in over 20 markets, established teams across four continents, and overseen day-to-day operations, including marketing, sales, business development, research and development (R&D), and financial teams in the United States, Latin America, the European Union and Asia-Pacific. Mr. Denysenko holds an MBA from the International Management Institute (MIM, Kyiv, Ukraine). Mr. Denysenko had significant experience in the area of advertising before entering the company on 2011. Mr. Denysenko was an early pioneer in the development of internet media in Ukraine, holding various leadership roles within a prominent media holdings company. He spearheaded the launch of Ukraine's first-ever on-line radio broadcast and established the company's initial website, subsequently launching Ukraine's first internet portal, which remained the country's most popular website until 2006. Mr. Denysenko successfully integrated all digital products into a single portal, executed comprehensive marketing strategies and established the country's first profitable internet advertising sales house.

In addition to his media and technical achievements, Mr. Denysenko represented the company in two ICSID arbitration cases, safeguarding investor interests against governmental overreach and advocating against corruption in Ukraine. His leadership extended to expanding the radio network's reach into 11 new cities, forming strategic partnerships and overseeing FM network operations. Since 2005, he has led the company's entry into the Chinese market, negotiating with Chinese authorities and collaborating with China's national radio to introduce international commercial radio practices.

Mr. Denysenko's experience also includes his roles as vice-president and deputy head of the supervisory board. He is fluent in Ukrainian, Russian and English, with intermediate proficiency in Farsi and Turkish.

Oleg Shkot, director, non-independent director

Mr. Shkot as a founder and board member, has been the ideologist of creating the MGID project since 2009. Having a vast experience in programming, information technology consulting, data processing, placement of information on Web, intermediation in the placement of advertising in mass media, he was engaged in all steps of MGID's growing to the present state of a group of companies worldwide. With a vast technical background, as a graduate of National Technical University Igor Sikorsky Kyiv Polytechnic Institute (Kyiv), Mr. Shkot has been closely involved in establishing the basic principles and general philosophy of MGID platform, its promotion and expansion to the market. Mr. Shkot's business background includes a significant experience in state and private-owned entities, before starting an independent business he was holding the information and analytics-related positions at state treasury, customs and tax inspection; later his occupation was the activity of development director at a Ukrainian company, engaged in intermediation in the placement of advertising in mass media. Having a vast expertise in the advertising and media market, Mr. Shkot started his independent business, developing the future MGID idea in parallel and being its co-owner since the very beginning of the company.

Kyle Shostak, chief financial officer, non-independent director and corporate secretary

Mr. Shostak is the CFO of the company and a non-independent director. Mr. Shostak was the CFO, secretary and director of CIS Acquisition Ltd., a special-purpose acquisition company listed on the Nasdaq Stock Market, from October, 2012, until the company completed its acquisition in September, 2014. CIS Acquisition Ltd. raised $40-million (U.S.) from U.S. institutional and retail investors pursuant to its initial public offering. CIS Acquisition identified several targets and, after negotiations, closed its acquisition on Sept. 19, 2014, of HK Delta Technology Holding Ltd. From 1996 to 2010, Mr. Shostak held origination and structuring positions in leveraged finance/financial sponsors and emerging markets desks at J.P. Morgan, GE Capital/Genworth Financial, Credit Suisse, Banca Intesa and Bank Austria/Creditanstalt. Since 2011, Mr. Shostak has been a partner at Navigator Principal Investors LLC, a New York-based proprietary investment partnership focused on private equity and special situations deals in emerging markets. He is also a board member of QIFA, a Chinese business-to-business (B2B) e-commerce consumer goods platform. Mr. Shostak has a MBA in finance from Stern School of Business at NYU (2000) and a master of laws (LLM) from American University Washington College of Law (1994). Mr. Shostak has more than 20 years of experience in mergers and acquisitions (M&A), equity and debt capital markets, and private equity.

Brett A. Janis, CFA, independent director

Mr. Janis is an independent director of the company and proposed independent director of the resulting issuer. Mr. Janis 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. Mr. Janis has been a CFA charterholder since 2005.

Christopher Geoffrey Hampson, independent director

Mr. Hampson is an independent director of the company and proposed independent director of the resulting issuer. Mr. Hampson has been the president and CEO of Hampson Equities Ltd. since 1984. Mr. Hampson was the chairman and CEO of TSX Venture Exchange-listed company, Soma Gold Corp. from April, 2012, through until January, 2020, and the executive chairman until the present. Mr. Hampson has founded, managed and financed numerous private and public companies since 1978. He was the CEO and a director of Peer 1 Network Inc. from June, 2000, through until January, 2006. Other investments where he was also CEO include Fibrox Technology Ltd., a producer of mineral fibre, Novocon International Inc., a manufacturer of composite materials, Live Current Media Inc., an Internet e-tailer and media company, Corelink Data Centers LLC and Infracon Construction Inc., a diversified heavy civil contractor and pipeline maintenance business. He has also been a major investor and director of a number of diverse businesses.

Kostiantyn Mishustin, chief operations officer

Mr. Mishustin is the COO of MGID (May, 2022, to present) and is responsible for running all the key back-office functions of MGID -- finance and accounting, human resources, legal, business intelligence, and administrative support. Mr. Mishustin has over 25 years of professional experience, mainly in strategic consulting and strategic management in the telecom and technology industry. Prior to joining MGID, he was self-employed as a strategy and operations consultant (September, 2020, to May, 2022), providing due diligence and strategic review and advisory services pertaining to business development plans, financial disclosures, risk assessments and venture capital financing. From October, 2016, to August, 2020, he acted as the strategy and transformation director for Ukrposhta, the national postal operator of Ukraine, overseeing a large-scale transformation of MGID, resulting in double-digit revenue growth and double-digit improvement in profitability. Mr. Mishustin's prior experience includes positions with leading consulting firms, The Boston Consulting Group, KPMG, PricewaterhouseCoopers, and with companies in the telecom sector, Kyivstar (largest telco in Ukraine) and Ericsson. Mr. Mishustin holds an MBA from Rollins College and a BBA from the University of Texas at Arlington.

Ievgen Nahornyi, chief technical officer

Mr. Nahornyi is the CTO of MGID, serving in this role since 2011. Mr. Nahornyi joined MGID in 2008 as a PHP engineer, and was promoted to head of engineering (development) in 2010 and to CTO in 2011. Over the past five years, he has been instrumental in leading the technological advancements and innovations at MGID, ensuring the company's competitive edge in the digital advertising industry. With a robust background in engineering and development, Mr. Nahornyi has consistently driven the company's technical strategy and operational excellence.

Sergio Vives, vice-president of publisher business development

Mr. Vives joined the company in September, 2022; he is the vice-president, publisher development, at MGID. The publisher development division comprises about 120 people sitting across MGID's international offices, and manages all the aspects of the commercial partnerships and agreements with global media groups, editorial houses and independent content creators, which allows MGID to display their advertising solution within their digital properties and share the generated revenues.

Prior to that, Mr. Vives has over 15 years of leadership experience in sales and business development roles within media, advertising and technology companies, in charge of international commercial teams. Mr. Vives was at Bmat Music Innovation S.L., as chief revenue officer from June, 2021, to September, 2022, Ironhack Inc. as vice-president, enterprise, from December, 2020, to June, 2021, Marfeel Solutions S.L., as vice-president, sales, from February, 2018, to December, 2020, and as global sales director at Softonic International from June, 2008, to January, 2018.

Mr. Vives holds an MBA from EAE Business School, an executive management certificate in business strategy for La Verne University and a degree in business by University of Barcelona.

Oleksii Borysov, vice-president of product

Mr. Borysov is the vice-president of product at MGID (since November, 2018) and is responsible for defining and driving the product strategy, ensuring that the company's advertising technology solutions meet market demands and customer needs. Mr. Borysov has over 15 years of professional experience, mainly achieved in MGID. He joined MGID in 2010, as the support manager, and was promoted to head of support in 2011. In 2014, MGID created its project management department and Mr. Borysov was promoted to the position of the head of project management. In 2018, he was promoted to the position of the vice-president of product. Mr. Borysov completed various certifications on product management, project management, BI and data science.

Madi Bachar, vice-president of global sales

Mr. Bachar is the vice-president, global sales, at MGID, responsible for advertising, sales and customer success activities. Mr. Bachar has more than 14 years experience in digital sales, holding roles across the globe in both software-as-a-service- (SaaS) and account-based product teams in Asia-Pacific, North America and Europe. Prior to joining MGID, he held the position of B2B sales and business development adviser at MBdigital, as well as vice-president of sales and partnerships at programmatic advertising platform, Gamoshi, where he was responsible for building marketing and sales strategy and execution while developing and implementing new revenue streams. An accomplished enterprise technology and software executive, Mr. Bachar is experienced in delivering business results in both established and start-up environments.

Further updates and disclosure

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 Acquisition is a British Columbia capital pool company.

We seek Safe Harbor.