Benzinga | Jul 23, 2020 08:33AM EDT

Monaker Group Reports Purchase Of HotPlay, 33% Interest In Axion Ventures

Monaker Group, Inc. (NASDAQ:MKGI) (the "Company"), a technology leader in the travel and vacation rental markets, today announced it has entered into binding definitive share exchange agreements (the "Agreements") relating to the proposed acquisition of 100% of the outstanding shares of HotPlay Enterprise Limited (a private British Virgin Islands Company) from the shareholders of such entity for a majority stake in the Company. The Company will also acquire shares and certain loans of Axion Ventures, Inc. (Axion) from related shareholders of HotPlay who also control a minority interest in Axion and have provided a majority of the credit to Axion. Under the terms of the Agreements, upon the closing thereof, the shareholders of HotPlay will become the majority shareholders of the Company following the closings, with the HotPlay shareholders receiving 67.8% of the Company's post-closing capitalization as a result of the merger of HotPlay, which shall include at least US $15 million in cash available for the expansion the Company. Current stockholders of the Company will hold 17.4% of the Company's post-closing capitalization of the Company unless more than US $15 million is provided by HotPlay pursuant to the merger.

Upon the closing, the Company and HotPlay would become a combined public entity under Monaker Group, with HotPlay's shareholders, at the end of the process, becoming the Company's largest stakeholders with a controlling interest in the combined public company and the transaction resulting in a change of control of the Company.

A condition to closing the Agreements is that HotPlay contributes $15 million in funding at closing (less amounts loaned to the Company prior to closing, as discussed below), a portion of which is planned to be available to the Company to be used to enhance its Alternative Lodging Rental (ALR) and NextTrip platforms, as well as fund its marketing budgets, retire existing debts, and provide excess capital for use in the event of a more prolonged travel business recovery due to Covid-19.

HotPlay is a revolutionary in-game advertising ("IGA") company, which shall leverage proprietary Artificial Intelligence and harmonizing engagement between businesses and consumers. For the most part, in-game advertising is conducted by intermediate display ads and interstitials which games most likely ignore; however, the HotPlay technology seamlessly integrates native ads into games and enables client brands to insert non-intrusive and interactive digital coupons, redeemable through both online and offline channels. Brands can even track the conversion funnel from viewers to actual sales in real-time. Additionally, HotPlay helps game developers generate additional revenue streams by monetizing in-game real estate through advertising without compromising the integrity of the game. HotPlay has concluded contracts with a major retail POS platform and has and is in the process of licensing its Ad Tech to multiple video game developers, allowing advertisers to potentially address 27.8 million gamers in Thailand alone. Case studies demonstrated giving gamers real world value, in the form of promotional coupons, helps gamers retention rates. HotPlay is signing agreements to roll out the platform in several more countries in southeast Asia.

Upon closing, the Company shall become a significant stakeholder in of Axion Ventures Inc. which is a majority owner of Axion Games Limited ("Axion Games") and True Axion Games in Thailand. Axion Games, founded in 2006 and formerly known as Epic Games China, is an independent AAA game development studio and game publisher. Axion's strength includes high production value - top-notch quality content developed by a team with a history of deep involvement in many record-breaking games including several famous titles from Epic Games. Axion's latest large-scale PC title, Rising Fire, was a Tencent's headline shooting game in 2018. Axion Games' expertise and capabilities are extremely well-regarded among global industry players, and it has played a crucial role in developing content for multiple AAA titles all over the world. Axion Ventures Inc. is in the process of releasing several games in 2020 and 2021 through established publishing relationships with major publishers globally.

Through the acquisitions, the Company plans to transition from a solely travel based company, to a travel company with gaming and in-game advertising company, with the goal of engaging consumers through digital advertising, gaming and travel platforms. We also contemplate these acquisitions enhancing the Monaker Booking Engine and NextTrip and Maupintour travel offerings through increased technology capabilities - including the adoption of artificial intelligence and blockchain - and access to additional technology talent in those areas to further revolutionize the Monaker travel brands.

"We are thrilled with this opportunity to join forces with such large multi-national players," said Bill Kerby, Vice Chairman & CEO of Monaker Group, who continued, "The acquisition of HotPlay and the minority ownership in Axion will represent a tremendous addition for our stakeholders and will position Monaker as a diversified global company that monetizes engaging, connective platform technologies. We anticipate greater visibility and therefore success of Monaker's travel brand upon the closing of the transactions, in addition to the contributions from what will be two new divisions of the company, (i) gaming and (ii) in-game advertising. Gaming and in-game advertising (IGA) are booming and the IGA application for travel advertising is expected to be substantial."

The parties have executed definitive agreements with a closing expected in the third quarter or early fourth quarter of 2020. Included in the HotPlay Agreement is the commitment by certain shareholders of HotPlay to loan Monaker Group $1,000,000 on or before August 31, 2020 and to continue making $1,000,000 loans on September 30, 2020, and each month thereafter through closing. The closing of the transactions contemplated by the Agreements is subject to various closing conditions, consents and requirements. No assurances can be made that the parties will successfully consummate the transactions contemplated by the Agreements on the terms or timeframe currently contemplated, or at all. The transaction and combination are subject to regulatory review and shareholder approvals, as well as other customary conditions. Additional information regarding the Agreements, the terms thereof, and the transactions contemplated in connection therewith, are available in the Company's Current Report on Form 8-K which was filed today with the Securities and Exchange Commission and is available at www.sec.gov.