New Media Capital revises private placement terms

Executive Summary

• New Media Capital 2.0 Inc. has revised the terms of its non-brokered private placement of subscription receipts in connection with its qualifying transaction with Asiatel Outsourcing Ltd.
• The company will issue up to 5 million subscription receipts at $0.20 each, raising gross proceeds of up to $1 million.
• Each subscription receipt converts into one post-consolidation unit (one common share and one warrant) upon the completion of the qualifying transaction, subject to escrow conditions.

Key Details

• Financing Structure: Non-brokered private placement of subscription receipts.
• Quantity: Up to 5,000,000 subscription receipts.
• Price: $0.20 per subscription receipt.
• Gross Proceeds: Up to $1,000,000.
• Underlying Securities: Each subscription receipt entitles the holder to receive one post-consolidation unit upon satisfaction/waiver of escrow release conditions (including completion of the qualifying transaction).
• Unit Composition: Each unit comprises:
  • One post-consolidation common share.
  • One post-consolidation common share purchase warrant.
• Warrant Terms:
  • Exercise Price: $0.30 per warrant share.
  • Term: 18 months from the conversion date.
  • Acceleration Clause: Warrants may be accelerated if the closing price of the common shares is at or above $0.45 for 10 consecutive days.
• Hold Period: All shares and warrant shares are subject to a four-month hold period commencing from the time of closing of the offering.
• Use of Proceeds: Operating expenses, expansion in the Philippines, IT enhancements, AI alliances, niche products, Canada office expenses, investor relations, administrative costs, and general working capital.
• Finders' Fees: The company may pay finders' fees comprising a cash commission and/or warrants.
• Qualifying Transaction: Definitive share exchange agreement with Asiatel Outsourcing Ltd. dated July 16, 2025.
• Target Company (Asiatel Outsourcing Ltd.):
  • Operates through subsidiary Asia Teleservices Inc. (ATI).
  • Profitable BPO company headquartered in Pasig City, Metro Manila, Philippines.
  • Founded in 2016; serves over 100 international accounts across nine countries.
  • Employs over 400 full-time staff.
  • Operates from a 6,500-square-foot leased facility in Hanston Square Building.
  • Services include customer engagement, data management, remote staffing, employer of record solutions, and shared service support.
  • Strategic Partnership: Entered into an arrangement in Q2 2025 with FileAI for AI-driven automation and analytics solutions.
• Regulatory Filings: A preliminary prospectus will be filed with the TSX Venture Exchange and securities regulators in Alberta, British Columbia, and Ontario prior to closing.

Notable Quotes

• None explicitly provided in the text.