2 september 2021

OR GROUP announces proposed merger of MCC Arifmetika LLC with Navigator Acquisition Corp.

September 2, 2021. Novosibirsk, Russia: OR GROUP is pleased to announce a letter of intent (the “LOI”) with Navigator Acquisition Corp. (“Navigator”), a capital pool company listed on the TSX Venture Exchange (the “TSXV”). Under the terms of the LOI, the Company and Navigator have agreed to enter into a definitive agreement to implement a business combination (the “Proposed Transaction”) of Navigator and MCC Arifmetika LLC, one of the Company’s subsidiaries that specializes in microfinance activities, and then complete an equity financing. The parties have agreed that the Proposed Transaction will be a reverse takeover of Navigator by the Company, with Arifmetika becoming a wholly owned subsidiary of Navigator and the Company holding approximately 93% of the outstanding shares of Navigator and the current shareholders of Navigator holding the remaining 7% of the outstanding shares. Completion of the Proposed Transaction is subject to the observance and implementation by the Company and Navigator of the necessary corporate and regulatory procedures according to the legislation of both the Russian Federation and Canada. 

The Proposed Transaction is expected to constitute Navigator’s Qualifying Transaction, as defined in the
policies of the TSXV. As a result of the Proposed Transaction, the Company is expected to be the first company on the Russian market that has used a CPC to attract equity financing.

Director of OR Group Anton Titov commented on the Proposed Transaction:

“The area of cash loans is promising and is the most profitable in the structure of the Group’s business. In order to provide it with additional development opportunities, we decided to pursue proposed merger of MCC Arifmetika LLC with Navigator Acquisition Corp., a capital pool company listed on the TSXV.

The TSXV was selected as it specializes in small and mid-cap emerging companies and is actively increasing
the number and total size of companies in the financial sector.

The Russian microfinance market is one of the most promising. Such factors as growing customer demand,
increasing number of high-tech solutions, and implementing new services support its development in the coming years. The market is expected to grow by 30% in 2021, according to the forecasts of the Russian rating agency Expert RA. Moreover, since the market is actively consolidating, in the future the number of large, professional players may increase, which opens up new opportunities for the business of Arifmetika.

Arifmetika is an autonomous company within the OR GROUP. Arifmetika is funded from its own funds; all
business processes are independent of the Company. All facilities and equipment that make up the IT infrastructure of the organization are owned or leased. Also, Arifmetika has its own unique customer base.

It is essential to mention that Arifmetika will remain in the structure of OR GROUP. According to our forecasts,
the transaction will positively affect the Company’s market capitalization, whose shares are traded on the
Moscow Exchange.”
ENG