Mr. Kyle Shostak reports

NAVIGATOR ACQUISITION CORPORATION PROVIDES LITIGATION UPDATE FOLLOWING FORMAL COMPLAINT FILED IN U.S. FEDERAL COURT

Navigator Acquisition Corp.'s board of directors has filed a formal legal complaint in the U.S. District Court for the Southern District of New York against MGID Group Holdings Ltd., a private corporation based in Malta with offices in California and significant ties to the United States market. The complaint outlines causes of action including breach of contract, unjust enrichment, and breach of the covenant of good faith and fair dealing, following the termination of a share purchase agreement (SPA) originally signed on March 7, 2023.

The complaint, filed on July 3, 2025, seeks compensatory damages of $9,812,184.83 (U.S.) in connection with MGID's alleged failure to consummate the contemplated reverse takeover transaction. Navigator Acquisition asserts that MGID terminated the SPA in bad faith, and that its actions caused significant economic harm including lost capital-raising fees and reimbursement expenses. As alleged in the complaint, MGID pursued an alternative listing on the CBOE Canada Inc. while improperly excluding Navigator Acquisition from material discussions and continuing to use proprietary work performed by Navigator Acquisition to advance its listing process.

Background and legal position

Since July, 2022, Navigator Acquisition has invested substantial resources in supporting MGID's transition to a public company, including forming a new entity, connecting MGID with auditors and legal counsel, and presenting the transaction at multiple investor events. The company also self-disclosed a technical funding violation to regulators, resolved the issue through extensive legal diligence and raised additional capital to advance the transaction.

Navigator Acquisition asserts that MGID's termination letter contained inaccurate shareholder representations and omitted crucial facts surrounding delays and alternative listing discussions. The company believes this termination was strategically devised to avoid Navigator Acquisition's earned capital raising fee of 8 per cent based on a target valuation of $120-million, equating to $9.6-million, as set forth in the SPA.

A copy of the complaint has been signed and submitted in accordance with federal rules and includes a demand for a jury trial.

Continuing commitment

Navigator Acquisition remains committed to protecting shareholder interests and ensuring transparency as the litigation proceeds. The company will continue to provide timely updates in accordance with Canadian securities commission requirements and TSX Venture Exchange rules.

We seek Safe Harbor.