One of Trustpilot's Top-rated Travel Brands Brings its Proprietary Search Engine, Luxury Cruise Program, and Group Travel Pipeline, Along with Access to Additional Travel Agencies

Acquisition is Highly Synergistic and Expected to Drive Growth

SANTA FE, NM / ACCESSWIRE / November 5, 2024 / NextTrip, Inc. (NASDAQ:NTRP) ("NextTrip," "we," "our," or the "company"), a leading travel technology company, announced today that it has signed a non-binding Letter of Intent (LOI) to acquire Five Star Alliance, an online luxury travel agency founded in 2004 and renowned for its curated collection of five-star luxury hotels and resorts worldwide.

Key Five Star assets include:

• Proprietary search engine collecting the best rates at 5,000+ luxury hotels and resorts worldwide

• Established relationships of preferred suppliers and industry leaders

• Luxury cruise program

• Group travel pipeline

• 20-year reputation and authority

Five Star Alliance specializes in helping travelers discover and book the world's top luxury hotels, offering personalized recommendations, competitive rates, and is known for world-class customer service. With a proprietary search engine that secures the best rates for thousands of 5-star hotels globally, the company also handles group travel bookings and high-end cruises. With an industry-leading customer satisfaction score of 4.9 stars on Trustpilot, far surpassing the travel industry average, Five Star Alliance has built a stellar reputation in the luxury travel sector.

As one of the largest collections of luxury hotel and cruise offerings in the world under one brand, Five Star Alliance's 20-year reputation, recognition, and awareness in the marketplace provides NextTrip a valued brand with established relationships, media influence, and press coverage. As an original pioneer in ecommerce hotel bookings, both the Five Star Alliance brand and domain have authority and are considered highly relevant to both search engines and media. Two decades of history has helped to build more than 5,000 contracted rates created directly and across consortia, cruise, and hotel programs.

Five Star Alliance's booking engine provides a streamlined single feed which integrates inventory that has been collected and scaled from a range of distribution channels and rate sources. This combinability opportunity offers those booking travel unprecedented content and rate options.

All key employees of Five Star Alliance are expected to remain with the business and join the NextTrip team upon closing.

"This planned acquisition of one of the highest-rated luxury travel companies in the industry is highly synergistic with NextTrip's technology-driven platform," said Bill Kerby, Chief Executive Officer of NextTrip. "We will build on Five Star Alliance's achievements, integrating key programs and creating new opportunities for both companies. Five Star Alliance's position with Signature Travel Network gives unprecedented access to supplier relationships and rate offerings in the hotel and cruise markets that are not available to Online Travel Agencies or consumers directly. Additionally, we plan to leverage Five Star Alliance's proprietary search engine to offer NextTrip users and partners special offers, last minute deals, and more for luxury properties globally. The booking platform's foundational structure can be deployed across both B2C and B2B audiences and will allow us to work together to develop new luxury hotel programs."

John P. McMahon, Chief Executive Officer and majority shareholder of Five Star Alliance, added, "Five Star Alliance has built a strong reputation for delivering personalized service and expert luxury travel insights. We offer our clients exclusive rates, upgrades, and benefits, making us a valuable resource for premium travel experiences. Meeting Bill Kerby and understanding his vision for travel purchasing has reinforced my belief that the combined strengths of NextTrip and Five Star Alliance will benefit the next generation of travelers. The future of travel planning will thrive by blending high-tech solutions with the personalized, high-touch approach that has defined Five Star."

Kerby further commented, "The acquisition will provide NextTrip with access to high-end cruise contracts and booking platforms, which will allow the company to launch new luxury cruise programs using existing staff, its multimillion-email marketing list and on its Compass.tv platform. Moreover, by bringing group travel booking leads in-house, which Five Star currently outsources, NextTrip expects to capture additional revenue and expand its consumer travel base. This aligns perfectly with the recent launch of NextTrip's Groups Booking Platform."

NextTrip's clients will be able to take advantage of the Five Star Alliance Cruise offerings as one of the agency owners of the Signature Travel Network, the largest sellers of luxury cruise in the world travel. Benefits include exclusive savings, upgrades, shipboard credits, prepaid gratuities, complimentary shore events and much more. Five Star Alliance luxury cruise clients are also able to enjoy complimentary car and guide shore experiences in exotic ports around the world.

"This acquisition is expected to add value through not only its current program bookings but also through enhanced staff capacity, expanded marketing efforts, and new integration opportunities. Both NextTrip and Five Star Alliance management anticipate that this combination will drive accelerated revenue growth and income for the merged entity, ultimately increasing value for all stakeholders," concluded Kerby.

The acquisition will be financed with a combination of cash and shares, based on a NextTrip valuation of $3.10 per share, subject to customary adjustments. The initial capital (cash) required to purchase control of Five Star has already been independently committed, and the company plans to utilize its Series I Preferred shares, which carry no dividend and are convertible into NextTrip common stock at $3.02 per share, with a 9.99% beneficial ownership limitation. The transaction is expected to be accretive. The acquisition is anticipated to close in Q4 2024, pending definitive agreements and customary closing conditions.

About Five Star Alliance

Five Star Alliance has been a leader in luxury travel by offering the most comprehensive, hand-picked collection of five-star luxury hotels and resorts worldwide since 2005. Backed by an award-winning staff to guide and assist guests throughout their entire journey, Five Star Alliance provides a full range of travel products including airfare, transportation, luxury river and ocean cruises, group and meeting services, concierge services, and more. Five Star boasts an industry-leading customer satisfaction rating of 4.9 stars on Trustpilot. For more information visit www.fivestaralliance.com.

About NextTrip

NextTrip (NASDAQ:NTRP) is a technology-driven platform delivering innovative travel booking and travel media solutions. NextTrip Leisure provides individual and group travelers with vacations to the most popular and sought-after destinations in Mexico, the Caribbean and across the world. NextTrip Media platform - Travel Magazine offers a social media platform for viewers to explore, educate and share with friends their "bucket list" travel. Additionally, NextTrip is launching an end-to-end content ecosystem that uses AI assisted travel planning capturing advertising, building brand awareness, rewarding loyalty and driving bookings. For more information and to book a trip, visit www.nexttrip.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words "believe," "anticipate," "estimate," "expect," "intend," "plan," "project," "prospects," "outlook," and similar words or expressions, or future or conditional verbs such as "will," "should," "would," "may," and "could" are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, statements regarding the proposed acquisition of Five Star Alliance by the company, the expected timetable for completing the acquisition, expected benefits of the acquisition and any other statements regarding the company's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that the acquisition may not be completed at all or the occurrence of any event, change, or other circumstances that could give rise to the termination of the non-binding letter of intent; risks that the proposed transaction disrupts the company's current plans and operations; the risk that certain restrictions during the pendency of the proposed transaction may impact the company's ability to pursue certain business opportunities or strategic transactions; the diversion of management's time on transaction-related issues; continued availability of capital and financing for the company; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the company's common stock or operating results; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability to retain and hire key personnel, to retain customers and to maintain relationships with business partners, suppliers and customers. The company can give no assurance that the acquisition will be consummated, or that it will close within the anticipated time period. The company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise, except as required by applicable law. For additional information regarding risks and uncertainties that could impact NextTrip's forward-looking statements, please see disclosures contained in the company's Annual Report on Form 10-K for the fiscal year ended February 29, 2024 filed with the SEC on September 4, 2024 and our other filings with the SEC which may be viewed at www.sec.gov.

Contacts

Chris Tyson
Executive Vice President
MZ Group - MZ North America
949-491-8235
NTRP@mzgroup.us
www.mzgroup.us

SOURCE: NextTrip, Inc.