Neurotrope (NTRP) to Acquire Five Star Alliance

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

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.

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