New Media Capital revises private placement terms

Mr. John Putters reports NEW MEDIA CAPITAL 2.0 INC. ANNOUNCES REVISED PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS IN CONNECTION WITH QUALIFYING TRANSACTION New Media Capital 2.0 Inc. has revised the terms of its previously disclosed non-brokered private placement financing, first announced by the company in its news release dated July 18, 2025, which also announced a qualifying transaction with Asiatel Outsourcing Ltd., pursuant to a definitive share exchange agreement dated July 16, 2025. Under the revised terms, the company will issue up to five million subscription receipts at a price of 20 cents per subscription receipt for gross proceeds of up to $1-million. Each subscription receipt will entitle the holder to receive, without any further action or additional consideration, one postconsolidation unit, upon the satisfaction, or waiver by the holder, of certain escrow release conditions, including the completion of or all conditions precedent to the completion of the qualifying transaction, prior to the escrow termination deadline. Each unit comprises one postconsolidation common share of the company and one postconsolidation common share purchase warrant. Each warrant entitles the holder to purchase one additional postconsolidation common share of the company at a price of 30 cents per warrant share for a period of 18 months from the conversion date, subject to acceleration if the closing price of the common shares of the company is at or above 45 cents for 10 consecutive days. Pursuant to applicable Canadian securities laws, all shares and warrant shares will be subject to a four-month hold period commencing from the time of closing of the offering. It is intended that the proceeds from the subscription receipts will be used for operating expenses, expansion in the Philippines, IT (information technology) enhancements and AI (artificial intelligence) alliances, niche products, Canada office expenses, investor relations, administrative costs, and general working capital purposes following completion of the qualifying transaction. In connection with the subscription receipts, the company may pay finders' fees comprising a cash commission and/or warrants. About Asiatel Outsourcing Ltd. Asiatel, through its wholly owned operating subsidiary, Asia Teleservices Inc. (ATI), is a profitable and scaling BPO (business process outsourcing) company headquartered in Pasig city, metro Manila, Philippines. Founded in 2016, ATI delivers customized outsourcing solutions to small- and mid-sized enterprises across nine countries, including Canada, the United States, Australia, the United Kingdom and Singapore. Since inception, ATI has served over 100 international accounts. ATI is actively expanding its delivery capacity to meet increasing global demand. ATI operates from a 6,500-square-foot leased facility in the Hanston Square Building, a Grade A commercial office building with advanced voice, data and information technology infrastructure. ATI employs over 400 full-time staff. ATI offers a comprehensive suite of end-to-end BPO services, including customer engagement, data management, remote staffing, employer of record solutions and shared service support. These integrated services are designed to enhance operational efficiency, reduce overhead and allow clients to focus on their core business objectives. ATI's flexible and scalable approach enables cost-effective solutions that support both growth and efficiency. In second quarter of 2025, Asiatel entered into a strategic arrangement with FileAI, a technology firm specializing in artificial intelligence platforms for automation and analytics. This partnership supports the implementation of artificial-intelligence-driven solutions across Asiatel's core service areas. Asiatel believes these AI enhancements will improve process efficiency, reduce labour intensity and accelerate growth while expanding margins over time. The company will provide additional information on the business of Asiatel, including significant financial information, in a non-offering prospectus to be filed with the TSX Venture Exchange and the securities regulators in the provinces of Alberta, British Columbia and Ontario in respect of the transaction. The preliminary prospectus, once filed prior to closing of the transaction, will be available on the company's SEDAR+ profile. We seek Safe Harbor.