MGID Group Holdings Limited entered into a binding letter of intent to acquire Navigator Acquisition Corp. (TSXV:NAQ.P) in a reverse merger transaction on July 12, 2022. MGID Group Holdings Limited entered into a binding share purchase agreement to acquire Navigator Acquisition Corp. (TSXV:NAQ.P) in a reverse merger transaction on March 7, 2023. The LOI anticipates the possibility that a new holding company ("Holdco") may be incorporated to hold 100% of the share capital of MGID. The holders of the issued and outstanding shares of HoldCo, or the issued and outstanding shares of MGID, as applicable, will exchange all of these issued and outstanding securities of MGID in exchange for securities of the resulting issuer (the "Transaction"). Navigator, upon completion of the Transaction, is referred to as the "resulting issuer." The LOI contemplates that the holders of the issued and outstanding shares of HoldCo or MGID, as the case may be, will exchange such shares for common shares in the capital of the resulting issuer, resulting in the issuance by the resulting issuer of approximately 194,695,000 common shares. Upon completion of the Transaction, the resulting issuer will hold 100% of the issued and outstanding securities of MGID and it is anticipated that the resulting issuer will apply to list on the TSX-V as a Tier 1 Technology issuer, in addition to changing its name and trading symbol to a name and trading symbol acceptable to MGID and the applicable regulatory authorities. Certain of the resulting issuer shares issued to the principals of MGID, who will become management of the resulting issuer will be subject to escrow in accordance with TSX-V policies. Navigator is pleased to announce a private placement of common shares for gross proceeds of CAD 25 million subject to approval by the TSX-V.

Upon completion of the Transaction, it is expected that certain current members of Navigator's board of directors and certain senior officers will resign, and the board of directors and management team and the resulting issuer will be reconstituted to comprise of five members to be nominated by MGID and two members to be nominated by Navigator. Completion of the Transaction will be subject to certain conditions, including, but not limited to, (a) receipt of all necessary approvals of the boards of directors of Navigator and MGID; (b) approval of the Transaction by the TSX-V as Navigator's qualifying transaction; (c) MGID satisfying the initial listing requirements set by the TSX-V; and (d) the parties' entry into a definitive agreement in furtherance to LOI and majority of the minority shareholder approval.