$1 Billion

Priority Holdings

Sell-side

Exclusive Financial Advisor, July 2018

Combination with MI Acquisitions, Inc.

Priority Holdings, a leading provider of B2C and B2B payment processing solutions, and M I Acquisitions, Inc. (NASDAQ: MACQU, MACQ, MACQW; “M I”), a Magna-sponsored special purpose acquisition company, announced today that they have entered into a definitive purchase agreement (the “Purchase Agreement”), whereby Priority will combine with M I and be renamed Priority Technology Holdings, Inc. The combined company will apply to continue the listing of its common stock on the Nasdaq Stock Market under the ticker symbol “PRTH.” Priority and M I will combine at an enterprise value in excess of $1 billion, based on forecasted 2018 pro forma Adjusted EBITDA, with an equity value of approximately $690 million. Existing Priority equityholders will roll 100% of their equity into the combined company, resulting in expected pro forma ownership of over 90%. The targeted timeline for an investor roadshow will be in May 2018, and the transaction is expected to close in June 2018, pending M I stockholder approval, the receipt of proceeds from the proposed financing activities and other customary closing conditions

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