Navigator Acquisition Corp. Announces Definitive Share Purchase Agreement for Qualifying Transaction to Acquire Arifmetika LLC | 2022-01-05 | Press Releases


New York, New York – (Newsfile Corp. – January 5, 2022) – Navigator Acquisition Corp. (TSXV: NAQ.P) (“Navigator“or the”Society“) is pleased to announce that it has entered into a binding share purchase agreement (the”SPA“) dated December 24, 2021, with PJSC” OR “(“WHERE“), an arm’s length party which is a public joint stock company duly incorporated under the laws of the Russian Federation. The transaction contemplated by SPA (the”Transaction“) will result in the acquisition by Navigator of the wholly owned subsidiary of OR, MCC” Arifmetika “LLC (“ArifmetikaUnder the SPA, Navigator will purchase 100% of the issued and outstanding securities of Arifmetika and in doing so will form the resulting issuer.

The Transaction is intended to constitute the Qualifying Navigator Transaction in accordance with Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange (“TSX-V“) Corporate Finance Handbook. As part of the transaction, the Company intends to apply to list the common shares of the resulting issuer at Level 1 on the TSX Venture Exchange as an issuer. industrial and technological services providing financial services.The transaction is subject to the approval of the TSX Venture Exchange and other customary closing conditions for a transaction of this nature Navigator, once the transaction is completed, is referred to in this press release as “the resulting issuer”.

Arifmetika is a leading microcredit company that has been operating in Russia for over 11 years. Arifmetika’s principal assets were approximately C $ 46,726,618 based on its audited accounts for the year ended December 31, 2020. Arifmetika’s total liabilities were approximately C $ 5,226,641 over the year. basis of these audited accounts, and consisted mainly of interest bearing loans, borrowings, accounts payable, lease debts and deferred tax liabilities. As of the date of the audited accounts, Arifmetika had interest income of C $ 47,948,707 and net income of approximately C $ 10,390,224. Arifmetika’s main assets were approximately C $ 52,810,230 based on its unaudited accounts for the nine-month period ended September 30, 2021. Arifmetika’s total liabilities were approximately $ 5,190,039. Turnover based on these unaudited accounts, and included similar liabilities as reported for the year. As of the date of the unaudited accounts, Arifmetika had gross interest income generated from its lending activities of C $ 35,286,513 and net income of approximately C $ 6,405,080. All figures in this press release which are expressed in Canadian funds are subject to audit review and adjustment.

Structure of transactions

The SPA provides that OR, the sole holder of the issued and outstanding securities of Arifmetika, will exchange these securities for ordinary shares in the capital of the resulting issuer, resulting in the issuance by the resulting issuer of approximately 224,927,143 shares. common shares at a deemed price of CA $ 0.36 per common share (the “Purchase of shares for remuneration“). The SPA also provides for the issuance of 20,000,000 options (the”Purchase consideration optionsEach purchase consideration option can be exercised at C $ 0.10 in the following tranches and when business transactions reach certain thresholds for earnings before interest and taxes (EBIT): (i) 5,000,000 options purchase consideration will be exercised in 2023 if the resulting issuer has reached an EBIT of 731,000,000 rubles (CA $ 12,427,000,000); (ii) 7,000,000 other purchase consideration options will be exercised in 2024 if the resulting issuer has reached an EBIT of 771,000,000 rubles (CA $ 13,107,000,000); and (ii) the final purchase of 8,000,000 Consideration The options will be exercised in 2026 if the resulting issuer has reached an EBIT of 1,008,000,000 rubles (CA $ 17,136,000,000).

Upon completion of the Transaction, the Resulting Issuer will own 100% of the issued and outstanding securities of Arifmetika and is expected to be listed on the TSX Venture Exchange. It is also expected that the Resulting Issuer will change its name and trade symbol to a name and trade symbol acceptable to Arifmetika and the applicable regulatory authorities in connection with the Transaction. The SPA was negotiated at arm’s length and there is no finder’s fee payable.

Upon completion of the Transaction, the Resulting Issuer is expected to have 241,864,920 Common Shares outstanding (undiluted).

Certain of the resulting issuer’s shares issued to the OR in exchange for 100% of the issued and outstanding shares of Arifmetika may be subject to escrow in accordance with applicable rules and policies of stock exchanges and securities commissions. .

TSX Venture Exchange Listing

The Company is preparing a detailed prospectus (the “Prospectus“) in connection with its application for listing on the TSX Venture Exchange and at the same time is considering the possibility of listing on the Toronto Stock Exchange (the”TSX“) which, if accepted, will result in the Shares of the Resulting Issuer being listed on the TSX.

Management and board of directors

Upon completion of the Transaction, it is expected that certain current members of the Navigator board of directors and certain senior executives will resign and that the board of directors and management team of the Resulting Issuer will be reconstituted to be composed. five members appointed by OR and two members appointed by Navigator. Navigator will provide further details regarding the proposed officers and directors of the Resulting Issuer and its intention to increase the number of directors in due course.

Transaction conditions

Upon completion of the Transaction, the parties anticipate that the resulting issuer will be listed on the TSX Venture Exchange.

Completion of the transaction will be subject to certain conditions, including, but not limited to (a) the receipt by Navigator of a formal valuation report from Arifmetika justifying the value of the purchase consideration shares. and purchase consideration options that are acceptable to the TSX -V; (b) receipt of the required audited and unaudited financial statements from Arifmetika; (c) receipt by the British Columbia Securities Commission of the final prospectus; (d) approval of the transaction by the TSX Venture Exchange as a Qualifying Navigator Transaction; and (e) approval from Russian tax authorities.

Since the Transaction is an arm’s length transaction, Navigator is not required to obtain shareholder approval for the Transaction. However, shareholder approval may be required in order to implement the proposed changes to the board of directors of the issuer resulting from the closing of the Transaction.


Sponsorship of a qualifying transaction is required by the TSX Venture Exchange, unless the transaction qualifies for an exemption from the sponsorship requirement. Navigator intends to request a waiver of the sponsorship requirements. However, there can be no assurance that such a waiver will be obtained and Navigator may be required to engage a sponsor. Additional sponsorship information, if necessary, will be provided in a subsequent press release.

Additional information

Additional information about Navigator, including risks and uncertainties, is contained in documents filed by Navigator with Canadian securities regulatory authorities, which documents are available on its SEDAR profile.

About MCC Arifmetika LLC

Arifmetika is a leading microcredit company that has been operating in Russia for over 11 years.

It uses modern algorithms to manage risk in order to provide its clients with customized solutions to meet their needs. Its management team manages business processes and consists of 300 professionals, including key specialists who have many years of experience in the microfinance industry.

Arifmetika is currently developing a high-tech platform for disbursing loans online and is a leader in terms of the number of points of service among federal companies in the microfinance market. It manages more than 600 service points in 258 localities in Russia. Arifmetika has its own IT infrastructure, comprising three data centers (one in Moscow, Khabarovsk and Novosibirsk). It uses artificial intelligence and big data solutions to analyze customer base and develop new products and blockchain to protect personal data.



Kyle Chostak

President, CEO and Director

For more information contact:

Kyle Chostak

President, CEO and Director of Navigator Acquisition Corp.

(212) 909-5870

Statements in this press release regarding Navigator that are not historical facts are “forward-looking statements” that involve risks and uncertainties, such as the completion of the proposed qualifying transaction. Such information can generally be identified by the use of forward-looking terms such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or their negative or similar variations. . Because forward-looking statements deal with future events and conditions, by their very nature they involve inherent risks and uncertainties such as the risk that closing will not occur for any reason. Forward-looking statements contained in this press release include, without limitation, statements regarding the terms and conditions of the transaction, the activities and operations of the resulting issuer after the completion of the transaction and the actions of the resulting issuer listed on TSX-V or TSX.

Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the decision not to close the Transaction in accordance with the terms of the SPA or the inability to close the Transaction for any reason. whatever, including TSX-V’s refusal to approve it; (ii) unfavorable market conditions; and (iii) the Company’s capital needs. Unless required by law, the Company does not intend to update any changes to these statements.

Completion of the transaction is subject to a number of conditions, including, but not limited to, acceptance of the TSX Venture Exchange and, where applicable, in accordance with the requirements of the TSX Venture Exchange, majority of the approval of minority shareholders. If applicable, the Transaction cannot be concluded until the required shareholder approval has been obtained. There can be no assurance that the Transaction will be completed as offered or not at all.

Investors are cautioned that, unless otherwise specified in the management information circular or the filing statement to be prepared in connection with the transaction, any information disclosed or received regarding the transaction may not be accurate or complete and should not be invoked. Trading in the securities of a capital pool company should be viewed as highly speculative.

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

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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