27 december 2021

OR GROUP and Navigator Acquisition Corp. announce the signing of a share purchase agreement on Arifmetika MCC

Upon completion of the transaction, Arifmetika MCC will become a public company with a listing in the Canadian Exchange.

27 December 2021, Novosibirsk, Russia: OR GROUP (MOEX: ORUP) ("ORG PJSC", "Company" or "Group"), a company which is traded on the Moscow Exchange, and Navigator Acquisition Corp. ("Navigator"), a capital pool company ("CPC"1 ), which is traded on the TSX Venture Exchange ("TSXV") (TSXV:NAQ.P), announce the signing of a share purchase agreement (SHARE PURCHASE AGREEMENT) (Agreement) on Arifmetika MCC (Arifmetika MCC), a subsidiary of ORG PJSC. Upon completion of the transaction and all the procedures in the stock exchange, the CPC will operate under the new name of Arifmetika Financial Solutions Corp. The ticker of shares on the exchange will also be changed.

Transaction Summary

According to that agreement, OR GROUP PJSC is expected to contribute a share in the authorized capital of Arifmetika MCC LLC in the amount of 100% with a par value of 300,000,000 (three hundred million) rubles in the authorized capital of Navigator Acquisition Corp. In exchange for a share of Arifmetika MCC LLC, Navigator Acquisition Corp. will issue and place 224,927,143 (two hundred twenty four million nine hundred twenty seven thousand one hundred forty three) ordinary shares (each without par value) in favour of OR GROUP PJSC; it
will amount to 93% (ninety three percent) of the total number of shares that make up the authorized capital of Navigator Acquisition Corp. As a result of the transaction, Navigator will enter the OR GROUP structure.

The Board of Directors of ORG PJSC, the parent company of OR GROUP, on December 24 approved the conclusion of the transaction under the terms of the Agreement. As a result of the transaction, the management team of MCC Arithmetika, headed by Director Igor Rodyushkin, will continue to be responsible for the strategic development of the company, including the launch of new products and the development of new markets.

Anton Titov, CEO of OR GROUP, comments:

Through this transaction, we plan to provide a unique opportunity to invest in a Russian microfinance company with a high-margin business model, a wide product range and great growth potential, which operates in an attractive market, and to participate in its further development.

The Russian microfinance market is emerging one, it is one of the fastest growing markets in Europe and has significant potential for further expansion due to the introduction of new technologies and increasing demand for state-of-the-art financial services. According to Expert RA rating agency, the volume of microloans granted in the 1st half of 2021 increased by 50% to 270 billion rubles. The agency expects the overall market volume to grow by 30% over the current year.

As a result of subsequent rounds of financing, Arifmetika MCC will receive equity capital that can be used for development, and the growth and improvement of financial performance of one of the Group's subsidiaries is one of the potential growth points for the parent company.

Furthermore, it is worth mentioning that next year we plan several investment rounds, among which we consider cash-in and cash-out deals, which will open new opportunities for OR GROUP, including deleveraging.