CEO.CA Chairman's Briefing

Vancouver, British Columbia--(Newsfile Corp. - September 9, 2024) - Navigator Acquisition Corp.(TSXV: NAQ) ("Navigator" or the "Company") announces that it intends to complete a non-brokered private placement (the "Private Placement") for gross proceeds of up to $200,000 and that it intends to settle outstanding convertible debentures of the Company (the "Convertible Debentures") 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 (the "Common Shares") at a price of $0.25 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. (the "Qualifying Transaction"), 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 (the "Exchange") Policy 2.4 - Capital Pool Company ("Policy 2.4") and Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions ("Policy 5.4"). The Private Placement is considered a bridge financing under Policy 2.4.

Convertible Debentures

Between August 3, 2022 and April 3, 2024, the Company closed nine tranches of Convertible Debentures offerings (the "Offerings"), receiving aggregate proceeds of $369,200. The Convertible Debentures varied in conversion price from $0.05 to $0.25 and with interest rates of 6% to 10%. 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 the Convertible Debentures and all accrued an unpaid interest has been waived.

Shares for Debt Settlement

The Company also announces its intention to complete a shares for debt settlement (the "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 $0.25 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 (together, the "Transactions") constitute a Related Party Transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holdings in Special Transactions ("MI 61-101") as certain subscribers and debenture holders 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 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 Brett Janis as a Director of the Company

On October 27, 2022, the board of directors of the Company (the "Board") appointed Mr. Brett Janis as a director of the Company. Mr. Janis, CFA, is principal and founder of Strong Bridge Advisers, an investment management firm serving individuals, family offices, corporations. Mr. Janis has previously served in senior roles at Wells Fargo Asset Management, US Treasury, and McKinsey's New York-based financial service practice. He began his professional career as a CIA analyst. He graduated from Harvard College (A.B. 1992), Georgetown's School of Foreign Service (M.S. 1996), and Columbia Business School (M.B.A. 2009), where he specialized in Applied Value investing. Brett 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 Mr. Kyle Shostak (CEO), Mr. Alex Lyamport (CFO), Mr. Geoffrey Hampson (Corporate Secretary), Mr. 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 Inc. are utilizing their best efforts to diligently work towards the completion of the arm's length Qualifying Transaction. The Company and MGID Inc. 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

About Navigator

Navigator Acquisition Corp. is a British Columbia capital pool company.

Further information about the Company is on the SEDAR+ website at http://www.sedarplus.ca

For further information about Navigator, please contact:

Kyle Shostak
President, Chief Executive Officer and Director

Forward-Looking Information:

This press release may include "forward-looking statements", including forecasts, estimates, expectations, and objectives for future operations that are subject to several assumptions, risks, and uncertainties, many of which are beyond the control of Navigator. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. The forward-looking information contained herein is provided for the purpose of assisting readers in understanding management's current expectations and plans relating to the future. Readers are cautioned that these forward-looking statements are neither promises nor guarantees and are subject to risks and uncertainties that may cause future results to differ materially from those expected. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Readers are cautioned that such information may not be appropriate for other purposes. Forward-looking information are based on management of the parties' reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors, among other things, include: the closing of the Private Placement and the Shares for Debt Settlement, receipt of Exchange and applicable regulatory approvals, impacts arising from changes in general macroeconomic conditions; changes in securities markets; change in national and local government, legislation, taxation, controls and regulations and political or economic developments. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed, and actual future results may vary materially. Readers are cautioned not to place undue reliance on forward looking statements or information. The forward-looking information set forth herein reflects the Company's reasonable expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

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

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