Mr. Kyle Shostak reports

NAVIGATOR ACQUISITION CORPORATION NEWS RELEASE

On May 16, 2025, Navigator Acquisition Corp. initiated commercial litigation action notice against MGID, a private corporation based in Malta. This litigation is in connection with the contemplated transaction between Navigator Acquisition and MGID involving the exchange of securities. Navigator Acquisition shall seek damages for, among other things, a breach of contract, a breach of fiduciary duty, bad faith dealings and a tortious interference by various parties. Navigator Acquisition's litigation case damage calculation includes economic loss as well as expenses and losses incurred and reimbursement for legal and administration fees associated with this action with damages exceeding $10-million (U.S.). Pursuant to the continuous disclosure laws, rules and policies of the Canadian securities commissions and the TSX Venture Exchange, the company provides the following litigation update.

Litigation case background

Navigator Acquisition's primary business in Canada is to acquire and arrange financing for target private firms for listing in accordance with standards and procedures of capital pool companies. As such, Navigator Acquisition and MGID entered into a binding letter of intent in July, 2022, which contemplated, inter alia, that a new holding company (HoldCo) would be incorporated to hold 100 per cent of the share capital of MGID, and additional capital would be raised from Canadian public market investors.

Since July, 2022, Navigator Acquisition has performed extensive and well-documented internal work to organize MGID under HoldCo in accordance with the securities exchange's requirements for public companies. Navigator Acquisition also performed extensive and well-documented outreach to various licensed Canadian institutions in anticipation of consummating the transaction, conducted extensive market competitive analysis, and introduced numerous other tools and practices to assist MGID's current senior management team to transition to a public company.

In March, 2023, the parties executed the definitive share purchase agreement, which contemplated the acquisition of 100 per cent of the issued and outstanding securities of MGID by Navigator Acquisition and the formation of a new entity. Following execution of the SPA, MGID and Navigator Acquisition executed two extensions of the agreement, the first extended the agreement to June 30 and the second extended the agreement to Dec. 31, 2024. In March, 2024, MGID signed a formal advisory agreement with Centurion One Capital, an exempt market dealer, for the express and explicit purpose of supporting the envisioned transaction involving Navigator Acquisition.

Navigator Acquisition maintains that the transaction outlined in its binding agreements and governing the entire work relationship between the parties represented the best interests of both parties and their respective shareholders and that failure to proceed on this has caused harm to Navigator Acquisition shareholders. Additionally, Navigator Acquisition reserves the right to continue to engage with MGID's majority shareholder on a future transaction reflective of current market conditions, MGID's corporate performance and in accordance with required Canadian public market rules and governance standards. As required, Navigator Acquisition shall provide material updates on the status of continuing litigation, as well as any commercially relevant negotiated settlements.